The Irish Regulations implementing the Shareholders Rights Directive (which becomes directly effective in Ireland on 3 August 2009) are expected to be finalised soon. The Regulations will apply to all companies listed on the Main Market of the Irish Stock Exchange as well as any company listed on another regulated market in the EU having its registered office in Ireland.

The Directive is intended to improve corporate governance by introducing certain minimum standards to protect investors and promote the effective exercise of shareholder rights attaching to voting shares.

The Regulations will make a number of amendments to the Companies Acts. However, because of similarities between the Directive and the current provisions of the Combined Code, Listing Rules and current practise for the convening of general meetings, the Regulations should not contain too many disruptive changes for listed companies.

Key Provisions of the Directive

In order to avail of the shorter 14 day’s notice for EGMs, at which a special resolution is not proposed, shareholders must have passed a resolution to that effect at a company’s preceding AGM and electronic voting must be provided for.

• Notice of meetings, containing prescribed information, must be published on a company’s website and posted to shareholders within a prescribed number of days before the relevant meeting.
• Share blocking is prohibited; only shareholders on the register on the record date for the relevant general meeting will be able to vote at that meeting.
• Shareholders must have the right to put items on the agenda of general meetings and to table draft resolutions for inclusion on the agenda.
• Shareholders must have the right to ask questions related to items on the agenda of the general meeting and to have those questions answered.
• Shareholders must not be prohibited from participating and voting electronically at general meetings.
• Constraints regarding the appointment of proxies, with the exception of requirements to establish the legal capacity of a proxy holder, are prohibited.
• Shareholders must have the right to vote on proposed resolutions in advance of the meeting without appointing a proxy.
• Voting results at a company’s general meeting must be published on the company’s website within 15 days of the date of the meeting.

We will issue a further detailed note when the final Regulations are published but in the meantime, please refer to our key contact if you require any further information or advice regarding the Directive.