Environmental and social transparency under the ... - ClientEarth

138 | Environmental and social transparency under the Companies Act 2006Annex 6: UK law governing company AGMs | 139A number of resolutions at a meeting will be proposed by the directors,relating to matters such as the appointment of auditors and the fixing oftheir fees, or the election of new directors where some are retiring. However,shareholders can also propose resolutions for AGMs if they act insufficient numbers, 344 and they may require their proposed resolution to becirculated to all those with a right to attend the meeting. 345 These memberresolutions may relate to any matter of company activity or governance,provided that: it would not, if passed, be ineffective (whether by reason ofinconsistency with any enactment or the company’s articles or otherwise);it is not defamatory of any person; and it is not ‘frivolous or vexatious’.Shareholders may also require the circulation of a statement of up to 1,000words relating to the resolution, when acting in sufficient numbers. 346This mechanism provides an opportunity for shareholders to raise environmentaland social matters for discussion and vote at the AGM, and tocirculate information to support that discussion.A.6.2.3 Matters in the business to be dealt with at the AGMEnvironmental and social matters associated with the company’s businessmay also be added to the business to be dealt with at the AGM.338A. Traded companies: members’ power to include other matters in businessdealt with at AGM(1) The members of a traded company may request the company to include in thebusiness to be dealt with at an annual general meeting any matter (other than aproposed resolution) which may properly be included in the business.(2) A matter may properly be included in the business at an annual general meetingunless –(a) it is defamatory of any person, or(b) it is frivolous or vexatious.(3) A company is required to include such a matter once it has received requests thatit do so from—(a) members representing at least 5% of the total voting rights of all the memberswho have a right to vote at the meeting, or(b) at least 100 members who have a right to vote at the meeting and holdshares in the company on which there has been paid up an average sum,per member, of at least £100.See also section 153 (exercise of rights where shares held on behalf of others).(4) A request—(a) may be in hard copy form or in electronic form,(b) must identify the matter to be included in the business,(c)(d)must be accompanied by a statement setting out the grounds for therequest, andmust be authenticated by the person or persons making it.(5) A request must be received by the company not later than—(a) 6 weeks before the meeting, or(b) if later, the time at which notice is given of the meeting.Shareholders of traded companies may require the inclusion of a specificmatter in the business to be dealt with at the AGM if they act in sufficientnumber. The number of members required is the same as that requiredto require circulation of a resolution. 347 The item of business cannot bedefamatory of any person, frivolous or vexatious.Shareholders may also require the circulation of a statement of up to 1,000words relating to that matter to be dealt with at the meeting, when actingin sufficient numbers. 348This mechanism provides an alternative opportunity for shareholders toraise environmental and social matters for discussion at the AGM.A.6.2.4QuestionsAt company AGMs, shareholders may ask questions of the directors relatingto environmental and social matters.s319A. Traded companies: questions at meetings(1) At a general meeting of a traded company, the company must cause to beanswered any question relating to the business being dealt with at the meetingput by a member attending the meeting.(2) No such answer need be given—(a) if to do so would—(i) interfere unduly with the preparation for the meeting, or(ii) involve the disclosure of confidential information;(b) if the answer has already been given on a website in the form of an answerto a question; or(c) if it is undesirable in the interests of the company or the good order of themeeting that the question be answered.Traded companies are now under a general legal duty to ensure that anyquestions from shareholders at an AGM are answered. The company isonly exempt from this duty if: to answer it would interfere ‘unduly’ withthe preparation for the meeting or involve the disclosure of confidentialinformation; the answer has already been given on a website in the form