Office of Public Sector Information
PART 13 continued CHAPTER 4 continued
(1) A company that is required under section 338 to give notice of a resolution must send a copy of it to each member of the company entitled to receive notice of the annual general meeting—
(a) in the same manner as notice of the meeting, and
(b) at the same time as, or as soon as reasonably practicable after, it gives notice of the meeting.
(2) Subsection (1) has effect subject to section 340(2) (deposit or tender of sum in respect of expenses of circulation).
(3) The business which may be dealt with at an annual general meeting includes a resolution of which notice is given in accordance with this section.
(4) In the event of default in complying with this section, an offence is committed by every officer of the company who is in default.
(5) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
(1) The expenses of the company in 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 end of the financial year preceding the meeting.
(2) Otherwise—
(a) the expenses of the company in complying with that section must be paid by the members who requested the circulation of the resolution unless the company resolves otherwise, and
(b) unless the company has previously so resolved, it is not bound to comply with that section unless there is deposited with or tendered to it, not later than—
(i) six weeks before the annual general meeting to which the requests relate, or
(ii) if later, the time at which notice is given of that meeting,
a sum reasonably sufficient to meet its expenses in complying with that section.
(1) Where a poll is taken at a general meeting of a quoted company, the company must ensure that the following information is made available on a website—
(a) the date of the meeting,
(b) the text of the resolution or, as the case may be, a description of the subject matter of the poll,
(c) the number of votes cast in favour, and
(d) the number of votes cast against.
(2) The provisions of section 353 (requirements as to website availability) apply.
(3) In the event of default in complying with this section (or with the requirements of section 353 as it applies for the purposes of this section), an offence is committed by every officer of the company who is in default.
(4) A person guilty of an offence under subsection (3) is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
(5) Failure to comply with this section (or the requirements of section 353) does not affect the validity of—
(a) the poll, or
(b) the resolution or other business (if passed or agreed to) to which the poll relates.
(6) This section only applies to polls taken after this section comes into force.
(1) The members of a quoted company may require the directors to obtain an independent report on any poll taken, or to be taken, at a general meeting of the company.
(2) The directors are required to obtain an independent report if they receive requests to do so from—
(a) members representing not less than 5% of the total voting rights of all the members who have a right to vote on the matter to which the poll relates (excluding any voting rights attached to any shares in the company held as treasury shares), or
(b) not less than 100 members who have a right to vote on the matter to which the poll relates and hold shares in the company on which there has been paid up an average sum, per member, of not less than £100.
See also section 153 (exercise of rights where shares held on behalf of others).
(3) Where the requests relate to more than one poll, subsection (2) must be satisfied in relation to each of them.
(4) A request—
(a) may be in hard copy form or in electronic form,
(b) must identify the poll or polls to which it relates,
(c) must be authenticated by the person or persons making it, and
(d) must be received by the company not later than one week after the date on which the poll is taken.
(1) Directors who are required under section 342 to obtain an independent report on a poll or polls must appoint a person they consider to be appropriate (an “independent assessor”) to prepare a report for the company on it or them.
(2) The appointment must be made within one week after the company being required to obtain the report.
(3) The directors must not appoint a person who—
(a) does not meet the independence requirement in section 344, or
(b) has another role in relation to any poll on which he is to report (including, in particular, a role in connection with collecting or counting votes or with the appointment of proxies).
(4) In the event of default in complying with this section, an offence is committed by every officer of the company who is in default.
(5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale.
(6) If at the meeting no poll on which a report is required is taken—
(a) the directors are not required to obtain a report from the independent assessor, and
(b) his appointment ceases (but without prejudice to any right to be paid for work done before the appointment ceased).
(1) A person may not be appointed as an independent assessor—
(a) if he is—
(i) an officer or employee of the company, or
(ii) a partner or employee of such a person, or a partnership of which such a person is a partner;
(b) if he is—
(i) an officer or employee of an associated undertaking of the company, or
(ii) a partner or employee of such a person, or a partnership of which such a person is a partner;
(c) if there exists between—
(i) the person or an associate of his, and
(ii) the company or an associated undertaking of the company,
a connection of any such description as may be specified by regulations made by the Secretary of State.
(2) An auditor of the company is not regarded as an officer or employee of the company for this purpose.
(3) In this section—
“associated undertaking” means—
a parent undertaking or subsidiary undertaking of the company, or
a subsidiary undertaking of a parent undertaking of the company; and
“associate” has the meaning given by section 345.
(4) Regulations under this section are subject to negative resolution procedure.
(1) This section defines “associate” for the purposes of section 344 (independence requirement).
(2) In relation to an individual, “associate” means—
(a) that individual’s spouse or civil partner or minor child or step-child,
(b) any body corporate of which that individual is a director, and
(c) any employee or partner of that individual.
(3) In relation to a body corporate, “associate” means—
(a) any body corporate of which that body is a director,
(b) any body corporate in the same group as that body, and
(c) any employee or partner of that body or of any body corporate in the same group.
(4) In relation to a partnership that is a legal person under the law by which it is governed, “associate” means—
(a) any body corporate of which that partnership is a director,
(b) any employee of or partner in that partnership, and
(c) any person who is an associate of a partner in that partnership.
(5) In relation to a partnership that is not a legal person under the law by which it is governed, “associate” means any person who is an associate of any of the partners.
(6) In this section, in relation to a limited liability partnership, for “director” read “member”.
(1) This section applies where a partnership that is not a legal person under the law by which it is governed is appointed as an independent assessor.
(2) Unless a contrary intention appears, the appointment is of the partnership as such and not of the partners.
(3) Where the partnership ceases, the appointment is to be treated as extending to—
(a) any partnership that succeeds to the practice of that partnership, or
(b) any other person who succeeds to that practice having previously carried it on in partnership.
(4) For the purposes of subsection (3)—
(a) a partnership is regarded as succeeding to the practice of another partnership only if the members of the successor partnership are substantially the same as those of the former partnership, and
(b) a partnership or other person is regarded as succeeding to the practice of a partnership only if it or he succeeds to the whole or substantially the whole of the business of the former partnership.
(5) Where the partnership ceases and the appointment is not treated under subsection (3) as extending to any partnership or other person, the appointment may with the consent of the company be treated as extending to a partnership, or other person, who succeeds to—
(a) the business of the former partnership, or
(b) such part of it as is agreed by the company is to be treated as comprising the appointment.
(1) The report of the independent assessor must state his opinion whether—
(a) the procedures adopted in connection with the poll or polls were adequate;
(b) the votes cast (including proxy votes) were fairly and accurately recorded and counted;
(c) the validity of members' appointments of proxies was fairly assessed;
(d) the notice of the meeting complied with section 325 (notice of meeting to contain statement of rights to appoint proxy);
(e) section 326 (company-sponsored invitations to appoint proxies) was complied with in relation to the meeting.
(2) The report must give his reasons for the opinions stated.
(3) If he is unable to form an opinion on any of those matters, the report must record that fact and state the reasons for it.
(4) The report must state the name of the independent assessor.
(1) Where an independent assessor has been appointed to report on a poll, he is entitled to attend—
(a) the meeting at which the poll may be taken, and
(b) any subsequent proceedings in connection with the poll.
(2) He is also entitled to be provided by the company with a copy of—
(a) the notice of the meeting, and
(b) any other communication provided by the company in connection with the meeting to persons who have a right to vote on the matter to which the poll relates.
(3) The rights conferred by this section are only to be exercised to the extent that the independent assessor considers necessary for the preparation of his report.
(4) If the independent assessor is a firm, the right under subsection (1) to attend the meeting and any subsequent proceedings in connection with the poll is exercisable by an individual authorised by the firm in writing to act as its representative for that purpose.
(1) The independent assessor is entitled to access to the company’s records relating to—
(a) any poll on which he is to report;
(b) the meeting at which the poll or polls may be, or were, taken.
(2) The independent assessor may require anyone who at any material time was—
(a) a director or secretary of the company,
(b) an employee of the company,
(c) a person holding or accountable for any of the company’s records,
(d) a member of the company, or
(e) an agent of the company,
to provide him with information or explanations for the purpose of preparing his report.
(3) For this purpose “agent” includes the company’s bankers, solicitors and auditor.
(4) A statement made by a person in response to a requirement under this section may not be used in evidence against him in criminal proceedings except proceedings for an offence under section 350 (offences relating to provision of information).
(5) A person is not required by this section to disclose information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings.
(1) A person who fails to comply with a requirement under section 349 without delay commits an offence unless it was not reasonably practicable for him to provide the required information or explanation.
(2) A person guilty of an offence under subsection (1) is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
(3) A person commits an offence who knowingly or recklessly makes to an independent assessor a statement (oral or written) that—
(a) conveys or purports to convey any information or explanations which the independent assessor requires, or is entitled to require, under section 349, and
(b) is misleading, false or deceptive in a material particular.
(4) A person guilty of an offence under subsection (3) is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);
(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).
(5) Nothing in this section affects any right of an independent assessor to apply for an injunction (in Scotland, an interdict or an order for specific performance) to enforce any of his rights under section 348 or 349.
(1) Where an independent assessor has been appointed to report on a poll, the company must ensure that the following information is made available on a website—
(a) the fact of his appointment,
(b) his identity,
(c) the text of the resolution or, as the case may be, a description of the subject matter of the poll to which his appointment relates, and
(d) a copy of a report by him which complies with section 347.
(2) The provisions of section 353 (requirements as to website availability) apply.
(3) In the event of default in complying with this section (or with the requirements of section 353 as it applies for the purposes of this section), an offence is committed by every officer of the company who is in default.
(4) A person guilty of an offence under subsection (3) is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
(5) Failure to comply with this section (or the requirements of section 353) does not affect the validity of—
(a) the poll, or
(b) the resolution or other business (if passed or agreed to) to which the poll relates.
(1) The provisions of—
section 341 (results of poll to be made available on website), and
sections 342 to 351 (independent report on poll),
apply (with any necessary modifications) in relation to a meeting of holders of a class of shares of a quoted company in connection with the variation of the rights attached to such shares as they apply in relation to a general meeting of the company.
(2) For the purposes of this section—
(a) any amendment of a provision contained in a company’s articles for the variation of the rights attached to a class of shares, or the insertion of any such provision into the articles, is itself to be treated as a variation of those rights, and
(b) references to the variation of rights attached to a class of shares include references to their abrogation.
(1) The following provisions apply for the purposes of—
section 341 (results of poll to be made available on website), and
section 351 (report of independent observer to be made available on website).
(2) The information must be made available on a website that—
(a) is maintained by or on behalf of the company, and
(b) identifies the company in question.
(3) Access to the information on the website, and the ability to obtain a hard copy of the information from the website, must not be conditional on the payment of a fee or otherwise restricted.
(4) The information—
(a) must be made available as soon as reasonably practicable, and
(b) must be kept available throughout the period of two years beginning with the date on which it is first made available on a website in accordance with this section.
(5) A failure to make information available on a website throughout the period specified in subsection (4)(b) is disregarded if—
(a) the information is made available on the website for part of that period, and
(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.
(1) The Secretary of State may by regulations—
(a) limit the types of company to which some or all of the provisions of this Chapter apply, or
(b) extend some or all of the provisions of this Chapter to additional types of company.
(2) Regulations under this section extending the application of any provision of this Chapter are subject to affirmative resolution procedure.
(3) Any other regulations under this section are subject to negative resolution procedure.
(4) Regulations under this section may—
(a) amend the provisions of this Chapter (apart from this section);
(b) repeal and re-enact provisions of this Chapter with modifications of form or arrangement, whether or not they are modified in substance;
(c) contain such consequential, incidental and supplementary provisions (including provisions amending, repealing or revoking enactments) as the Secretary of State thinks fit.
(1) Every company must keep records comprising—
(a) copies of all resolutions of members passed otherwise than at general meetings,
(b) minutes of all proceedings of general meetings, and
(c) details provided to the company in accordance with section 357 (decisions of sole member).
(2) The records must be kept for at least ten years from the date of the resolution, meeting or decision (as appropriate).
(3) If a company fails to comply with this section, an offence is committed by every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(1) This section applies to the records kept in accordance with section 355.
(2) The record of a resolution passed otherwise than at a general meeting, if purporting to be signed by a director of the company or by the company secretary, is evidence (in Scotland, sufficient evidence) of the passing of the resolution.
(3) Where there is a record of a written resolution of a private company, the requirements of this Act with respect to the passing of the resolution are deemed to be complied with unless the contrary is proved.
(4) The minutes of proceedings of a general meeting, if purporting to be signed by the chairman of that meeting or by the chairman of the next general meeting, are evidence (in Scotland, sufficient evidence) of the proceedings at the meeting.
(5) Where there is a record of proceedings of a general meeting of a company, then, until the contrary is proved—
(a) the meeting is deemed duly held and convened,
(b) all proceedings at the meeting are deemed to have duly taken place, and
(c) all appointments at the meeting are deemed valid.
(1) This section applies to a company limited by shares or by guarantee that has only one member.
(2) Where the member takes any decision that—
(a) may be taken by the company in general meeting, and
(b) has effect as if agreed by the company in general meeting,
he must (unless that decision is taken by way of a written resolution) provide the company with details of that decision.
(3) If a person fails to comply with this section he commits an offence.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 2 on the standard scale.
(5) Failure to comply with this section does not affect the validity of any decision referred to in subsection (2).
(1) The records referred to in section 355 (records of resolutions etc) relating to the previous ten years must be kept available for inspection—
(a) at the company’s registered office, or
(b) at a place specified in regulations under section 1136.
(2) The company must give notice to the registrar—
(a) of the place at which the records are kept available for inspection, and
(b) of any change in that place,
unless they have at all times been kept at the company’s registered office.
(3) The records must be open to the inspection of any member of the company without charge.
(4) Any member may require a copy of any of the records on payment of such fee as may be prescribed.
(5) If default is made for 14 days in complying with subsection (2) or an inspection required under subsection (3) is refused, or a copy requested under subsection (4) is not sent, an offence is committed by every officer of the company who is in default.
(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(7) In a case in which an inspection required under subsection (3) is refused or a copy requested under subsection (4) is not sent, the court may by order compel an immediate inspection of the records or direct that the copies required be sent to the persons who requested them.
The provisions of this Chapter apply (with necessary modifications) in relation to resolutions and meetings of—
(a) holders of a class of shares, and
(b) in the case of a company without a share capital, a class of members,
as they apply in relation to resolutions of members generally and to general meetings.
(1) This section applies for the purposes of the following provisions of this Part—
section 307(1) and (2) (notice required of general meeting),
section 312(1) and (3) (resolution requiring special notice),
section 314(4)(d) (request to circulate members' statement),
section 316(2)(b) (expenses of circulating statement to be deposited or tendered before meeting),
section 338(4)(d)(i) (request to circulate member’s resolution at AGM of public company), and
section 340(2)(b)(i) (expenses of circulating statement to be deposited or tendered before meeting).
(2) Any reference in those provisions to a period of notice, or to a period before a meeting by which a request must be received or sum deposited or tendered, is to a period of the specified length excluding—
(a) the day of the meeting, and
(b) the day on which the notice is given, the request received or the sum deposited or tendered.
In this Part “quoted company” has the same meaning as in Part 15 of this Act.
Companies Act 2006