Environmental and social transparency under the ... - ClientEarth

134 | Environmental and social transparency under the Companies Act 2006Annex 6: UK law governing company AGMs | 135As seen in the main body of this review, the annual accounts and reportsare laid before the shareholders at the AGM, and discussion at the AGMconstitutes a key element in the reporting process. The AGM provides animportant opportunity for scrutiny and questioning, to ensure that thecompany directors are appropriately recognizing, reporting and managingissues relating to the business of the company, including environmentaland social matters.The rules for the running and regulation of any individual company’sinternal affairs are held in the company’s ‘articles of association’. Historically,companies have to a great extent been allowed to manage andregulate their internal affairs. 337 The role of company law in internalcorporate governance is to set baselines and a framework of acceptableinternal company practice. This is what the Companies Act 2006 does inrelation to AGMs.The provisions of the Companies Act 2006 which relate to meetings andresolutions came into force in October 2007. 338The Companies Act 2006 has since been amended and supplemented bythe Companies (Shareholders’ Rights) Regulations 2009 (‘the Shareholders’Rights Regulations’), which make a number of changes to the lawregarding company general meetings, effective as of 3 August 2009. 339Legislative quotation of the Companies Act 2006 below has been amendedaccordingly.‘Traded’ companiesA new definition introduced by the Shareholders’ Rights Regulations wasthat of a ‘traded company’, to which many of the new requirements apply.s360C. Meaning of “traded company”In this Part, “traded company” means a company any shares of which—(a) carry rights to vote at general meetings, and(b) are admitted to trading on a regulated market in an EEA State by or withthe consent of the company.‘Traded’ companies are those with shares voluntarily traded on any regulatedmarket in the European Economic Area (EEA). This includes theLondon Stock Exchange, as well as the PLUS-listed market and manymore. 340 It does not include the Alternative Investment Market (AIM).A.6.1Requirement to hold an AGMs336 Public companies: annual general meeting(1) Every public company must hold a general meeting as its annual general meetingin each period of 6 months beginning with the day following its accounting referencedate (in addition to any other meetings held during that period).s307A. Notice required of general meeting: certain meetings of traded companies(1) A general meeting of a traded company must be called by notice of—(a) in a case where conditions A to C (set out below) are met, at least 14 days;(b) in any other case, at least 21 days.(2) Condition A is that the general meeting is not an annual general meeting.Public companies must hold an AGM within 6 months of the end of thecompany’s financial year. A minimum of 21 days notice must be given tothose who have a right to notice.Many of the legal provisions relating to AGMs also apply to other company‘general meetings’. However, for the purposes of this review, reference willbe made to the specific context of AGMs.A.6.2Discussion of environmental and social matters atcompany AGMsThere are a number of opportunities at company AGMs for the discussionof environmental and social matters related to the business of thecompany.A.6.2.1Annual ReportingAs seen elsewhere in this review, UK companies are required to prepareannual accounts to give a true and fair view of the assets, liabilities, financialposition and profit or loss of the company, 341 and an annual directors’report to provide a range of contextual information.s437 Public companies: laying of accounts and reports before general meeting(1) The directors of a public company must lay before the company in general meetingcopies of its annual accounts and reports.(2) This section must be complied with not later than the end of the period for filingthe accounts and reports in question.(3) In the Companies Acts “accounts meeting”, in relation to a public company,