Page 5 - The Law of Difficult Meetings

The Law of Difficult Meetings

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Flow text to this box for the Header (H) Part 2 – Preparations for meeting

3. THE TIME, DATE AND LOCATION OF THE MEETING

The directors usually have discretion to fix the place, time and date of the meeting. As with other powers vested
in the directors, this should be exercised in good faith and in the interests of the company. Consequently, the time
and place of a general meeting should be arranged to be reasonably convenient to shareholders. However, Martin
v Walker and Others (1918) 145 L.T.Jo. 377 suggests that the meeting need not be held in the most convenient
location for shareholders.

ICSA recommends that the location, date and time of an AGM should have regard to what is likely to be convenient
to shareholders generally and that companies should try to avoid holding their AGMs on the same day as others in
the same sector as clashes mean that shareholders with a portfolio across the sector cannot personally attend all
the AGMs of the companies in which they hold shares.

4. THE VENUE

4.1 Basic principle and audio‑visual links

The basic principle is that all members who wish to attend should be able to attend the meeting, and that all
members who do attend must be able to see and hear the Chairman and all speakers (and must be able to be seen
and heard by others). One consequence of this principle is that large rooms with balconies may offend against it. If,
as at Westminster Hall, the balcony overhangs the lower seating area, it may not be possible for those on the floor
and on the balcony to be in visual contact.

However, Byng v London Life (1989) 2 WLR 738 gave its blessing to audio‑visual links. The principle stated above
can be satisfied if members are electronically in one another’s presence. As a further consequence of this case, an
adjournment or suspension is necessary if the audio‑visual link breaks down. Provided that the audio‑visual link
works properly, it does not matter whether the members are in the same room, separate rooms or even, it seems,
different locations.

Also note that as a matter of best practice, ICSA recommends that the venue for an AGM is accessible by attendees
with disabilities, including hearing disabilities.

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