Section 339: Public companies: company’s duty to circulate members’ resolutions for AGMs
586. This section replaces the remaining parts of sections 376 and 377 of the 1985 Act (to the extent that they relate to resolutions proposed by members to be moved at an AGM). It specifies what a company has to do when it is required to circulate a members’ resolution for an AGM.
Section 340: Public companies: expenses of circulating members’ resolutions for AGM
587. This section provides that the expenses of complying with section 339 need not be paid by the members who requested the circulation of the resolution if requests sufficient to require the company to circulate it are received before the company’s year-end. Otherwise the company’s expenses will have to be met by the members who requested the circulation of the resolution unless the company resolves otherwise. In this case, the members requesting the statement must deposit a sum to cover the company’s costs (unless the company has resolved otherwise).
588. This Chapter imposes new requirements on quoted companies relating to the disclosure on a website of the results of polls at general meetings, and an independent report on a poll if a sufficient number of members demand one. These two measures were recommended by the CLR (Final Report, paragraph 6.39(ii) and (iv)).
Website publication of poll results
Section 341: Results of poll to be made available on website
589. This section requires quoted companies to disclose on a website the results of all polls taken at a general meeting. Subsection (1) sets out the minimum information that must be disclosed. Companies may disclose additional information about the poll results if they wish. Subsection (4) imposes a penalty on every officer in default for non-compliance. Noncompliance however does not invalidate the poll, the resolution or other business to which the poll relates. Section 353(requirements as to website availability) sets out the requirements relating to the website on which the poll results must be published.
Independent report on poll
Section 342: Members’ power to require independent report on poll
590. This section gives members of a quoted company the right to require an independent report of any poll taken, or to be taken, at a general meeting. The minimum threshold required for the demand is the same as that for requiring the circulation of a resolution – that is members holding 5% of the voting rights or 100 members holding on average £100 of paid-up capital. The members’ request must be made within one week of the meeting where the poll is taken. This allows members to decide after a poll is taken whether they wish to require an independent report, for example on a controversial resolution or where there appears to be a problem relating to voting procedures. Members may make their request in advance of the meeting if they wish, but unless the company’s articles already require all votes to be taken on a poll, members may need to take steps to ensure that a poll is called.
Section 343: Appointment of independent assessor
591. The appointment of an independent assessor must be made within one week of the members’ request. This means that the appointment could be made either before or after the meeting depending on when the members’ request is made. The independent assessor must be independent (see section 344) and must not be someone already involved in the voting process for the company.
Section 344: Independence requirement
592. This section prevents a person acting as an independent assessor on a poll if he is too closely connected to the company or an associated undertaking of the company. The independence requirements are set out in subsection (1). They correspond to the independence requirements for a statutory auditor (see section 1214). Subsection (2) allows, but does not require, an auditor to be appointed as an assessor.
Section 345: Meaning of “associate”
593. This section defines “associate” for the purposes of the independence requirements in section 344.
Section 346: Effect of appointment of a partnership
594. This section provides for where a partnership that is not a legal person is appointed as an independent assessor on a poll.
Section 347: The independent assessor’s report
595. This section sets out the minimum information the independent assessor’s report must contain.
Section 348: Rights of independent assessor: right to attend meeting etc
596. This section gives the independent assessor rights to attend the meeting at which the poll or polls may be taken and to be provided with information relating to the meeting. He is to exercise these rights only to the extent he considers necessary for the preparation of his report.
Section 349: Rights of independent assessor: right to information
597. This section gives the independent assessor the right to access company records relating to any poll on which he is to report and to the meeting at which the poll or polls may be taken.
Section 350: Offences relating to provision of information
598. This section imposes a penalty on any person listed in subsection (2) of section 349 who fails to comply with the requirement to provide information or explanation relating to the poll on which the independent assessor is preparing a report.
Section 351: Information to be made available on website
599. This section requires the company to publish on a website the independent assessor’s report of the poll or polls and sets out the minimum information relating to the assessor’s appointment, his identity, the text of the resolution and the assessor’s report that must be made available. Subsections (3) and (4) impose a penalty on every officer in default for noncompliance with this requirement. Failure to comply, however, does not invalidate the poll or the resolution or other business to which the poll relates. Section 353 sets out the requirements relating to the website on which the independent report must be published.
Section 352: Application of provisions to class meetings
600. This section applies the provisions of this Chapter to meetings of holders of a class of shares of a quoted company.