The Companies (Shareholders’ Rights) Regulations 2009 came into force on 3 August 2009 to improve corporate governance in EU companies, allowing shareholders to exercise their rights cross-border and to correct certain anomalies that had already become apparent in the Companies Act 2006. The Regulations implement the EU Shareholders’ Rights Directive. The bulk of the Regulations apply to traded companies (ie, those admitted to trading on a regulated market in an EEA state, but not AIM) and the key changes include:
- the default minimum notice period for calling general meetings moves from 14 to 21 clear days (unless two conditions are satisfied);
- companies must include additional specified information in notices of general meetings and on their websites in respect of such meetings;
- shareholders have an express right to have their questions about the business conducted at a general meeting answered (subject to certain limitations); and
- shareholders can request that the company to include in the business to be dealt with, matters that may properly be included in the business of that meeting.
Certain provisions however apply to all companies. These include:
- clarifying the ability of proxies and corporate representatives to vote at company meetings, how votes are undertaken on a show of hands and the ability to cast votes attaching to different shares in different ways; and
- reducing the percentage of voting rights held by shareholders needed to requisition a general meeting from 10 per cent to 5 per cent.