Bruce Wallace Associates London
Bruce Wallace Associates London

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May 2022

20 May, 2022

Q: We are a listed company and have reason to believe that at least one of the resolutions to be put to this year's AGM will have a significant vote against it. What do we need to be aware of if this happens?

A: For UK listed companies, Provision 4 of the UK Corporate Governance Code applies to any AGM resolution for which 20% or more of votes are cast against it. This applies both to ordinary and special resolutions, including special resolutions which are passed with more than 75% but less than 80% of votes cast in favour.

If any resolution has more than 20% of votes cast against it, the company should release a statement to the market by its usual regulatory news service explaining how it intends to engage with the dissenting shareholders to understand the reasons for the votes against the resolution.

No later than six months after the AGM, the company should issue a second statement to the market explaining the outcome of the engagement and what actions it has taken as a result.

There are additional reporting requirements.

1. The company's next annual report should include a full summary of the issue, of the resulting engagement with shareholders and of how that engagement has informed subsequent Board actions; and

2. An explanation should also be included in the notes to the resolutions in the Notice for the following year's AGM. However, you should note that if agreement cannot be reached with dissenting shareholders to support individual resolutions, the Board may choose to exclude those resolutions at future AGMs.

Please contact us if you need help with company secretarial or governance matters. All our contact details are on our website www.brucewallace.co.uk.

April 2022

28 April, 2022

Q: We have a number of subsidiary companies within our group that meet the criteria for publishing a modern slavery statement. Do we have to publish separate statements for each company, or can we publish one statement covering all the companies that meet the criteria?

A: Under section 54 of the Modern Slavery Act 2015 (‘2015 Act’) large commercial organisations that carry on business in the UK and have a total turnover of £36 million or more, are required to prepare and issue an annual public statement showing what steps have been taken to ensure slavery and human trafficking do not exist within the business or their supply chain. The statement must be published on the company’s website within six months of the company’s year-end.

Subsidiary organisations can choose to publish separate statements, reflecting the different nature of the businesses, or the group can publish one statement covering all the organisations that meet the criteria.

If the group chooses to publish one statement it: -

    • must cover the steps taken to prevent modern slavery in all the organisations that meet the criteria, as well as their supply chains;

    • the statement should clearly state the name of the parent and subsidiaries it is covering; and

    • it should be published on the UK websites of all the organisations covered by the statement.

    Please contact us if you need help with company secretarial or governance matters. All our contact details are on our website www.brucewallace.co.uk.

    1 January, 1970

    March 2022

    21 March, 2022

    Q: How do you apply to inspect a Company’s Register of Members?

    A: The Companies Act 2006 (the “Act”) details the statutory registers which must be maintained and contains provisions regarding their inspection. Members can inspect all registers free of charge, as can creditors in respect of the Register of Charges. All other parties may be required to pay a fee.

    The following statutory registers must be available for inspection:

    • Register of Members (Section 113)
    • Register of Directors (Section 162)
    • Register of Secretaries (Section 275)
    • Register of People with Significant Control (the "PSC Register") (Section 790M)
    • Register of Charges (created prior to 6 April 2013) (Section 876)

    As it contains sensitive information, the Register of Directors’ Usual Residential Addresses is not available for public inspection.

    The Act prescribes that all statutory registers must be kept at either the Company’s Registered Office, its Single Alternative Inspection Location (“SAIL”) address or, for private companies only, on the public register at Companies House.

    A request to inspect the Register of Members or the PSC Register must include the name and address of the individual or organisation making the request. The request must also include a statement outlining the purpose for which the information will be used, whether the information will be disclosed to a third party and if so, for what purpose.

    The company has five working days to respond and can either comply or apply to the courts for permission to reject the application, if it believes the purpose is unreasonable, with the court applying the ‘proper purpose’ test.

    There is no definition of ‘proper purpose’ in the Act or the explanatory notes. The definition depends on the facts and circumstances of each particular case. The CGI (formerly the ICSA) has produced a guidance note giving examples of what may be proper or improper purposes, which can be viewed using this link www.cgi.org.uk.

    If you need any further information or help with your statutory registers, please contact us. All our contact details are on our website www.brucewallace.co.uk.

    February 2022

    10 February, 2022

    Q: What changes have there been to the process for registering and maintaining a European Union trade mark (EUTM) following BREXIT?

    A: Any individual can apply for a EUTM or renew an existing trade mark using the EU Intellectual Property Office (EUIPO) website. However, a UK based individual cannot deal with the EUIPO on any other trade mark related queries post BREXIT.

    If you do not have a place of business, a real or effective establishment or your domicile in the EU, you must appoint a representative for all proceedings before the EUIPO. The representative must be a qualified legal professional (for example a solicitor or barrister) or a specialist in IP law who is EEA based.

    Changes were also made to existing EUTMs. On 1 January 2021, the UK IPO created a comparable UK trademark for every registered EUTM. Each comparable UK trademark:

    • is recorded on the UK trade mark register

    • has the same legal status as if applied for and registered under UK law

    • has the original EUTM filing date

    • has the original priority or UK seniority dates

    • is an independent UK trade mark and can be challenged, assigned, licensed or renewed independently from the original EUTM

    A separate renewal fee applies to each comparable UK trade mark and the existing EUTM. Fees need to be paid separately to the UK IPO and the EUIPO. If you had separate EUTMs and UK trade marks with the same details in place prior to BREXIT, you should consider whether it is worth retaining the comparable UK mark to avoid paying for two identical UK trade marks. You can opt out of the comparable UK trade mark, or simply wait for the protection to lapse.

    If you need assistance obtaining a EUTM, finding an EEA based qualified legal professional or help identifying if you have duplicate UK trade marks which you may not need, please contact us. All our contact details are on our website www.brucewallace.co.uk.


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    Martha Bruce

    martha@brucewallace.co.uk

    Susan Wallace

    susan@brucewallace.co.uk

    Chloe Higgins

    chloe@brucewallace.co.uk

    Adrienne Graham

    adrienne@brucewallace.co.uk

    Fei Wong

    fei@brucewallace.co.uk

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