In December 2008, the Department for Business, Enterprise and Regulatory Reform (BERR) published guidance for main market listed companies wishing to retain the ability to call general meetings on 14 days' notice following the implementation of the Shareholder Rights Directive. The Directive is due to be implemented on 3 August 2009.
Currently, subject to a company's articles, general meetings (other than AGMs) can be called on 14 days' notice. When the Directive comes into force, it will require general meetings of listed companies to be called on 21 days' notice. However, the Directive provides that Member States can permit listed companies to call meetings on 14 days' notice if (i) shareholders pass an appropriate resolution approving the holding of general meetings on 14 days' notice at an AGM and (ii) the company offers all shareholders the facility to vote by electronic means. BERR has indicated that the UK will be taking up this option.
BERR is currently consulting on the implementation of the Directive in the UK including the issue of how a company should satisfy the requirement to offer all shareholders the facility to vote by electronic means. BERR has, however, confirmed that this issue does not need to be resolved prior to an enabling resolution being passed.
Consequently, BERR recommends that listed companies wishing to retain the ability to call general meetings (other than AGMs) on 14 days' notice should pass an enabling special resolution at their next AGM. In order to continue to benefit from the ability to call general meetings on 14 days' notice on an ongoing basis, such a resolution should be renewed at each subsequent AGM.
View BERR's guidance on the Shareholder Rights Directive (web page).