The Department of Enterprise, Trade and Employment (the DETE) have just published draft regulations to transpose into Irish law the provisions of the Shareholder Rights Directive 2007/36/EC (the Directive). The Directive, which is due to be implemented across the EU on or before 3 August 2009, sets out a number of important provisions on the rights of shareholders in EU listed companies.
The regulations will be of interest to companies listed on the Main Market of the Irish Stock Exchange or listed on a regulated market elsewhere in the EU but having their registered office in Ireland. Such companies may need, or desire, to take action in a number of areas arising out of the implementation of the Directive.
One of the most significant provisions of the Directive relates to the notice period for EGMs: If Irish listed companies wish to continue to hold EGMs on 14 days' notice (which is currently the notice period for EGMs of many companies, other than meetings for the passing of a special resolution), they must pass a resolution at its next AGM (and every AGM thereafter) to this effect and they must also provide the means for shareholders to vote electronically. Apart from the notice period for EGMs, the Directive also deals with the information to be included in the notice of all general meetings, the publication of the notice on the company website, shareholders' rights to add items to the agenda and to table resolutions, shareholders' rights to ask questions at meetings (and receive answers), proxy voting and the instructions given to proxies, shares held by nominees, electronic participation and voting, voting by correspondence and the establishment and communication of voting results.
The DETE are inviting submissions on the draft regulations and have given interested parties until 10 April 2009 to contact them.