Board Minutes convening a Hybrid General Meeting

IN LIGHT OF THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023, THIS TEMPLATE IS CURRENTLY UNDER REVIEW. 

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.

Notwithstanding the end of the COVID-19 pandemic, many companies may still wish to hold their general meetings virtually for practical ease and logistical reasons and wish to give this option to their shareholders.

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 meeting.

For a hybrid meeting to be validly held all participants, whether physical or virtual, must be able to participate on an equal basis. Companies will need to give some thought to this and ensure it has the technology in place to allow everyone to speak and be heard. Companies where shareholders attend virtually can appoint the chairperson as their proxy.

These board minutes approve the convening of such a meeting where shareholder business cannot otherwise 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 Act 2006.

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