These template board minutes approve the convening of a general meeting as
a hybrid meeting, i.e., a meeting that is being held both at a physical
location and electronically.
Following the expiry of the provisions enabling companies to hold closed
meetings because of the COVID-19 pandemic on 30th March 2021,
many companies may still consider it both necessary and desirable to limit
the size of gatherings and want to recommend to its shareholders that they
do not attend such meetings in person.
There remains some legal uncertainty over the holding of purely virtual
general meetings and therefore the most practical way for a company to
proceed is to hold a hybrid meeting. Section 311 of the Companies Act 2006
requires the notice of a general meeting to state the time, date and place
of the meeting. The legal uncertainty concerns whether a meeting held
purely on an electronic or virtual platform, meets the “place” requirement.
Unless a company’s articles specifically prohibit virtual attendance at
meetings or require shareholders to be physically present to count as
attending, it is generally considered that a company can host a hybrid
In most cases, there will be a closed meeting at a physical location with
no shareholders in attendance other than those required, with most
shareholders attending the meeting virtually.
These board minutes approve the convening of such a meeting where
shareholder business cannot be conducted through the written resolution
procedure, e.g., if it is proposed that a director is removed under section
168 Companies Act 2006 or an auditor removed under section 510 Companies
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