Page 8 - The Law of Difficult Meetings

The Law of Difficult Meetings

C. Audio and visual recording equipment and mobile phones

ICSA recommends that companies should establish a policy on the admittance of audio and visual recording
equipment to the meeting and the use of mobile phones by those attending the meeting. As a matter of
good practice and to minimise delays prior to the meeting, this policy may also be referred to in the notice of
meeting. Arguably, the Chairman may, in certain circumstances, be entitled to refuse the admission of such
items to protect the good order of the meeting and to protect the identity of those attending the meeting.
However, it may be difficult to justify exclusion of equipment based on grounds of security or good order
unless the equipment could potentially disrupt the meeting. Moreover, if the press are also in attendance
at the meeting, it may be more difficult to legitimately ask those who are entitled to attend the meeting to
leave their equipment outside of the meeting.

In practice, it is increasingly difficult for companies to impose rules such as those described above, as most
shareholders will attend meetings in possession of a mobile phone which is capable of taking photographs,
making audio and visual recordings and uploading recorded content to the internet.

5. ATTENDANCE AT MEETINGS: POWER TO EXCLUDE

In the absence of a provision in the articles, there seems to be no scope to imply a right to exclude members who
refuse to comply with reasonable conditions, such as submission to a search. This is important to bear in mind
when the company is agreeing the terms of any licence of non‑company premises. The right of a member to attend
a general meeting cannot simply be overridden by a condition imposed on a company under the licence allowing
the company to use the rooms booked for the meeting.

Although the company may agree to comply with a condition that only members be admitted – thus obliging the
company to require those attending to identify themselves as members – as mentioned at sub‑paragraph 4.5(B)
(“Identification and searches”) above, in the absence of provision in the articles it may not agree to make it a
condition of attendance that members submit to a search (Bratton Seymour Service Company v Oxborough [1992]
BCLC 693).

It is important to emphasise that, in cases of doubt, admission procedures should allow attendance as it is essential
that the application of such procedures does not result in the exclusion from the meeting of a person entitled to
attend (or the prevention from voting of someone entitled to vote). The consequence of excluding a person who is
entitled to attend could be to vitiate the meeting.

6. INFORMATION BOOTHS

Some companies have adopted the practice of setting up information booths at AGMs. The general feeling appears
to be that the booths do help to foster good relations with shareholders. The booths are geared particularly to
dealing with questions which individual shareholders might otherwise have raised with the company by way
of letter, as an extension to the enquiries which the company deals with regularly. The booths might deal with

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