In the midst of what is widely being described as the biggest financial crisis for almost 80 years, the wheels of government continue to turn. Several Statutory Instruments (SIs) you need to be aware of came into effect on 1st October. In addition, a watchful eye needs to be kept on the near-horizon where an EU Directive looms which is likely to have an impact on your 2009 AGM.
1st October saw the introduction of two SIs. The first, The Companies (Trading Disclosures) Regulations have several points of impact on issuers and registrars, whilst the second, The Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations, have a more restricted effect.
The Trading Disclosure Regulations lay down the rules relating to company disclosure (in particular of the registered name) in company documentation, together with requirements relating to the registered office and business location. The rules have been revised for the 21st century by extending them to websites and electronic communications. A further requirement is that all locations at which statutory registers are available for inspection prominently display a list of the relevant company names.
Click here to read the Trading Disclosures SIs
The Annual Return Regulations have changed the format of any annual returns made up to an end date of 1st October and beyond. For companies whose shares are listed on a regulated exchange, the return will in future only contain the names, addresses and movements of shares for holders who held more than 5% of the issued capital at some point during the return period. For companies whose shares are not listed on a regulated exchange, the return does not change dramatically (still containing a list of all shareholders on the register during the return period), aside from the fact that it will no longer contain shareholder addresses.
Click here to read the Annual Return Regulations SI
Another important regulation that has been published recently is intended to ensure compliance (by 3rd August 2009) with the requirements of the EU Directive on Shareholder Rights. This legislation will implement a set of minimum standards around the operation of general meetings.
Please click here to read the consultation paper for the Implementation of the Directive on the Exercise of Certain Rights of Shareholders in Listed Companies.
We would particularly draw your attention to the implications of Regulation 9. This impacts on traded companies' ability to have a meeting at only 14 days' notice, after 3rd August 2009 but before their next AGM.
Responses to the consultation paper must be with BERR by the end of the consultation period on 30th January 2009. Implementation of the Directive is currently scheduled for 3rd August 2009.
Computershare will be reviewing the consultation paper and responding to BERR. If you have any comments that you would like us to consider including in our response, please forward them to Michael Sansom at michael.sansom@computershare.co.uk by Friday 19th December.