2020 No. 717
The Companies (Shareholders’ Rights to Voting Confirmations) Regulations 2020
Made
Laid before Parliament
Coming into force
The Secretary of State makes these Regulations in exercise of the powers conferred by section 2(2) of the European Communities Act 19721.
The Secretary of State is a Minister designated2 for the purposes of section 2(2) of that Act in relation to the creation, operation, regulation or dissolution of companies and other forms of business organisation.
Citation and commencement1
1
These Regulations may be cited as the Companies (Shareholders’ Rights to Voting Confirmations) Regulations 2020.
2
These Regulations come into force on 3rd September 2020.
Application
2
The amendment made by regulation 4 has effect in relation to votes cast on or after 3rd September 2020.
3
The amendment made by regulation 5 has effect in relation to votes cast at a general meeting which takes place on or after 3rd September 2020.
Traded companies: confirmation of receipt of electronic voting4
1
In the Companies Act 20063, after section 360A (electronic meetings and voting), insert—
360AATraded companies: confirmation of receipt of electronic voting
1
In the case of a traded company, where a vote is cast on a poll by electronic means the company must ensure that, as soon as reasonably practicable after the vote has been received, confirmation of receipt of the vote is sent by electronic means to—
a
the member, where that person cast the vote,
b
the proxy, where the vote was cast by proxy, or
c
the representative, where the vote was cast by a person authorised to act as a representative of a corporation in accordance with section 323(1).
2
A vote under subsection (1) includes any vote cast—
a
at a meeting;
b
at an electronic meeting conducted in accordance with section 360A;
c
in advance of a meeting or electronic meeting (see section 322A).
2
In section 145(3) (effect of provision of articles as to enjoyment or exercise of members’ rights), after paragraph (ga) insert—
gb
360AA (traded companies: confirmation of receipt of electronic voting);
Traded companies: right to confirmation of vote after a general meeting5
1
In the Companies Act 2006, after section 360B (traded companies: requirements for participating in and voting at general meetings), insert—
360BATraded companies: right to confirmation of vote after a general meeting
1
Where the conditions in subsection (2) are met, a traded company must provide information to a member which enables the member to confirm that their vote on a resolution at a general meeting where a poll has been taken has been validly recorded and counted.
2
The conditions are that—
a
the member makes a request for the information, which request is received by the company no later than 30 days from the date of that general meeting, and
b
the member does not have any other reasonable means by which to determine that their vote has been validly recorded and counted by the company.
3
The information under subsection (1) must be provided to the member as soon as reasonably practicable and in any event by the end of the period of 15 days beginning with whichever is the later of the first working day after the day on which—
a
the result of the poll is declared for that resolution; or
b
the request for information under subsection (2)(a) is received by the company.
2
In section 145(3), after paragraph (gb) insert—
gc
360BA (traded companies: right to confirmation of vote after a general meeting);
(This note is not part of the Regulations)