Environmental and social transparency under the ... - ClientEarth

132 | Environmental and social transparency under the Companies Act 2006Annex 6: UK law governing company AGMs | 133Annex 6:A.5.6.2 Judicial reviewhibiting order, quashing order or injunction. 332 A.6.5.1 Information to be made available on a websiteAs a body performing public duties and functions, the FRRP could potentiallybe subject to judicial review, 328 regarding measures, actions or omissionsit takes in relation to its powers and authority.UK law governing company AGMsA.6.1 Requirement to hold an AGM 135Body performing public duties or functionsA.6.2 Discussion of environmental and social matters at company 135AGMsA claim for judicial review may be brought against any person or bodyA.6.2.1 Annual Reportingperforming public duties or functions. 329 A.6.2.2 ResolutionsPersons exercising powers orA.6.2.3 Matters in the business to be dealt with at the AGMperforming duties deriving from statute are generally seen as public bodiesA.6.2.4 Questionsfor these purposes, 330 and omissions done in the exercise of their statu-tory functions are generally amenable to judicial review.A.6.3 Rights of attendance at company AGMs 140A.6.3.1 Members of the companyReview of a decision, action, or failure to actA.6.3.2 Proxies appointed by a memberJudicial review can apply, under Rule 54.1(2)(a) Civil Procedure Rules, toA.6.3.3 Representatives of corporationsA.6.3.4 The media‘a decision, action or failure to act in relation to the exercise of a publicA.6.3.5 Guestsfunction’. The courts have taken a broad view of measures that may besubject to judicial review. 331A.6.4 Proxy rights at company AGMs 142A.6.4.1 To attend, speak and voteRemediesA.6.4.2 Relating to resolutionsA court may issue a range of remedies, including a mandatory order, pro-A.6.5 Transparency requirements for company AGMs 143A.6.5.2 Meeting transcriptsA.6.5.3 Media coverageWithin public listed companies, the primary executive bodies are (i) theboard of directors and (ii) its members 333 acting in general meeting. 334 Thedirectors conduct the day-to-day business of a company. They do so onbehalf of, and in the interests of, the shareholders, who have invested theircapital in the company. One of the main ways that shareholders exercisecontrol over their investment is through votes, actions and discussionsat general meetings. 335 Accordingly, the law which governs shareholders’meetings has sometimes been called the ‘machinery of corporate democracy’,and Annual General Meetings (‘AGMs’) are generally regarded asthe key mechanism for promoting transparency and accountability in themanagement of the company’s affairs. 336