The EU Directive on Shareholders' Rights is to be implemented into the laws of Member States by August 2009. The Directive establishes requirements in relation to the exercise of certain shareholders rights attaching to voting shares of listed companies. The Directive introduces minimum standards to ensure that shareholders have timely access to relevant information ahead of general meetings and simple means to vote from a distance. It also abolishes share blocking and introduces minimum standards for the right to ask questions, put items on the agenda and table resolutions at general meetings.
The following key provisions feature in the Directive:
- Minimum notice of 21 days will now be required for Extraordinary General Meetings (EGM) as well as Annual General Meetings (AGM). The notice period for EGMs can be reduced to 14 days if the shareholders can vote by electronic means and agree to this by passing a resolution at an AGM.
- Internet publication of the notice and the documents to be submitted to the General Meeting at least 21 days before the General Meeting.
- Abolition of share blocking and introduction of a record date which may not be more than 30 days before the General Meeting.
- Abolition of obstacles on electronic participation to the General Meeting including electronic voting.
- Right to ask questions and obligation on the company to answer questions.
- Abolition of existing constraints on the eligibility of people to act as proxy holder and excessive requirements for the appointment of the proxy holder.
- Disclosure of voting results on the issuer's Internet site.
Listed companies may wish to consider passing the resolution to continue holding EGMs at 14 days notice at their next AGM. If possible this might be done in advance of the provisions of the Directive in Ireland coming into effect. If the resolution is left until after August, there will be a period of time when the company will not be able to hold EGMs on the shorter notice period of 14 days.