Results of AGM
Under Listing Rule 7.6(6)(b)(i): “When an investment vehicle is required to hold annual general meetings, it shall give notice of such meetings to all registered holders of its securities with sufficient notice as required under its constitutional documents or other equivalent documents.”
Under listing Rule 7.6(8)(a): “The investment vehicle must submit to the Authority one copy of:
i) all circulars, notices, reports, announcements or other documents at the same time as they are issued to the holders of the securities; and
ii) all resolutions passed by the investment vehicle in general meeting within fourteen days after the relevant general meeting.”
Notice should also be given to Guidance Note 7.6(f) (Documents to be submitted to the Authority) which states:
“i) Whilst the Authority considers this decision rests with the directors or equivalent officers of listed investment vehicles, it is considered good practice to notify the Authority as to whether all resolutions have been passed or not, whether in the course of ordinary business or otherwise.
ii) With regard to resolutions outside the ordinary course of business which are passed or not passed, failure to notify the Authority and to make an announcement for display on the Authority’s website will be a breach of the Listing Rules.”
There has been a varied interpretation by Issuers as to what constitutes “ordinary course of business” for the purpose of notification to the Authority and announcements via the Authority’s website. Equally, there is variance in practice whereby some Directors of Listed Issuers confirm to the Authority and confirm via an announcement to all shareholders that all resolutions have been passed following an AGM.
The Authority has tried to give assistance to Issuers to determine what is considered “not in the ordinary course of business”. Whilst the Authority considers this decision rests with the Directors of Listed Issuers, it is considered good practice to announce that all resolutions have been passed, whether in the course of ordinary business or otherwise. With regard to resolutions which are passed outside the ordinary course of business, failure to notify the Authority and to make an announcement is a breach of the Listing Rules.
Further, as a matter of good practice, when resolutions which are in the ordinary course of business are not passed, it would be prudent to notify the Authority and make an announcement as a follow up to the AGM.