6.3 Company Meetings Flashcards
(33 cards)
Why are company meetings important for shareholders?
General meetings give an opportunity to the shareholders of the company to vote on important matters, thereby exercising their ultimate powers of control over the company.
How often do companies typically hold an Annual General Meeting (AGM)?
Every year
What are the rule surrounding the timing and frequency of an Annual General Meeting (AGM)?
Annual General Meetings (AGMs) must be within six months of the end of their financial year, and the interval between Annual General Meetings (AGMs) must not exceed 15 months.
What matters are typically discussed at Annual General Meetings (AGMs)?
Matters discussed will typically include normal recurring business such as directors’ and auditor’s appointments.
What report do listed companies have to present and what does the report contain?
Listed companies must present a remuneration report explaining the various aspects of directors’ remuneration.
How often must an implementation report be voted on?
Annualy
How often must a remuneration policy by voted on?
At least every three years
What other types of general meetings are there?
A company may also hold other general meetings, at which unusual or particularly pressing events are debated as they arise. Directors must also call a general meeting in the event of a serious loss of capital.
Who normally calls a meeting?
The board
Who can requisition a general meeting?
A general meeting can be requisitioned by shareholders who, between them, own 5% or more of the company’s voting shares, assuming 12 months have passed since the last meeting. If the directors fail to call a meeting once it has been requisitioned, the shareholders may hold a meeting at the company’s expense.
How much notice must be given to shareholders before an Annual General Meeting?
21 calendar days’
How much notice must be given before other general meetings?
14 calendar days’ notice
When is an electronic communication deemed to be sent?
When the electronic notice is first transmitted and delivered 48 hours after being sent.
When can the notice periods be shortened?
In the event of consent of 100% of shareholders in respect of an AGM, and 95% of shareholders in respect of another general meeting.
How are decisions made at general meetings?
By the passing of resolutions.
What are the 2 types of resolutions?
- Ordinary
- Special
What determines which matter requires which type of resolution?
The Companies Act prescribes which matters require which type of resolution.
What do ordinary resolutions require?
A simple majority of the votes to be passed i.e. more than 50%.
List 4 examples of issues approved by ordinary resolution include.
- Approval of the annual financial statements
- Appointment and removal of auditors
- Appointment and removal of directors
- Approval of a dividend – where dividends are rejected, the directors will propose an alternative dividend Most of the business of an AGM is conducted by way of ordinary resolution.
What do special resolutions require?
Special resolutions require a majority of 75% or more of the votes in order to be passed.
List 4 examples of issues approved by special resolution.
- Changing the company’s name
- Waiving pre-emption rights
- Change to the Memorandum or Articles of Association
- Share buy-backs
What are the notice rules for individual resolutions, ordinary resolutions and special resolutions?
Individual resolutions also require notice to be given to shareholders.
Ordinary resolutions require 14 calendar days’ notice.
Special resolutions require 21 calendar days’ notice.
How is the passing of resolutions often carried out?
By a show of hands
How many votes is a shareholder usually entitled to?
Each shareholder present is usually entitled to one vote each per resolution regardless of the number of shares they hold.
