ICSA has published a guidance note which seeks to clarify the requirements for companies in relation to Provision E.2.4. of the 2014 UK Corporate Governance Code (Code) and Companies Act 2006 (2006 Act).
To recap, under the 2006 Act, the statutory notice period for general meetings (other than AGMs) is at least 14 clear days' notice (subject to any longer period of notice required by the articles of association). This clear days calculation excludes the date on which the notice is given and the date of the meeting. However, provision E.2.4 of the Code, introduced in 2014 in respect of general meetings other than AGMs, states that a longer notice period should be given: at least 14 working days' notice, excluding the date of the meeting. ICSA's guidance states:
- the Code recommends earlier publication dates for notices of meetings than the statutory requirements and where companies are not able to meet the Code recommendations this should be explained in the Annual Report in the same way as any other departure from the Code.
- it expects that a company will only use the reduced notice period where there is a need for urgency. Consequently, an explanation of these circumstances will be required where the company does not comply with provision E.2.4.