Chapter 14 - Meetings Of Shareholders And Members

Question 1

Can any member request that a resolution be circulated?

Answer 1

No. The member or members must hold between them not less than 10% of the voting rights at a general meeting

Question 2

Who has the right to exercise the voting rights on that written resolution?

Answer 2

The registered member

Question 3

On what basis can members of a public company approve a resolution other than at a general meeting?

Answer 3

By proxy or by unanimous written resolution under the duomatic principle

Question 4

Under what circumstances must a private company hold an AGM?

Answer 4

If it is a quoted company or required by its Articles

Question 5

What additional resolutions would a quoted company routinely add to its AGM notice?

Answer 5

Receipt of directors’ remuneration report, approval of directors’ remuneration policy (triennial), authority to issue shares, waive pre-emption rights on allotment and approval of political donations, authority to convene general meetings on 14 days’ notice

Question 6

Which documents should be available for inspection by members at an AGM?

Answer 6

Register of members
Directors’ service contracts
Notice

Question 7

Are amendments to resolutions allowed?

Answer 7

For ordinary resolutions only to correct obvious typographical mistakes, no amendments may be made to a special resolution

Question 8

Can members ask questions about anything?

Answer 8

At a general meeting any question relating to the business of the meeting, at the AGM of a quoted company questions may be raised on any topic however
directors only need to ensure that questions relating to the business of the meeting are answered

Question 9

What does clear days mean?

Answer 9

Clear days excludes the date the notice of a meeting is given, or deemed given, and the date of the meeting

Question 10

What must a traded company have done to allow members’ meetings to be held on 14 days’ notice?

Answer 10

Obtained consent at the previous AGM or a general meeting held since the previous AGM

Question 11

Do notices of general meetings need to distinguish between ordinary and special resolutions?

Answer 11

Yes

Question 12

If one of two members refuses to attend general meetings can a meeting be held?

Answer 12

Under the Model Articles no but check the Articles

Question 13

What is the key difference between an ordinary and a special resolution of the members?

Answer 13

Ordinary resolution is approved by a simple majority and a special resolution requires a 75% majority

Question 14

What advantage does passing a resolution at a meeting have compared to the same resolution circulated as a written resolution?

Answer 14

At a meeting the majority is of those voting and on a written resolution it is of the entire voting share capital

Question 15

Can proxies speak at meetings?

Answer 15

Yes

Question 16

Who has authority to adjourn a general meeting?

Answer 16

The chair

Question 17

What options does a corporate member have in order to cast their vote at a general meeting?

Answer 17

Appointment of corporate representative or appointment of a proxy

Question 18

What is the maximum period before a general meeting for the cutoff for the receipt of forms of proxy by the company?

Answer 18

48 hours (excluding non-working days)

Question 19

How many proxies can an individual member appoint?

Answer 19

As many as they like but proxies must represent different shares

Question 20

Can a member appoint more than one proxy?

Answer 20

Yes

Question 21

Can proxies vote both for and against the same resolution?

Answer 21

Only if they represent different members or different shares of the same member

Question 22

If a member’s proxy does not attend the meeting are their votes still counted as recorded on the proxy appointment form?

Answer 22

No

Question 23

What, if any, are the practical differences between voting on a show of hands and on a poll?

Answer 23

On a show of hands each member has one vote on a poll each member has the number of votes attached to their shares – usually one vote per share

Question 24

Must a chair always call for a poll?

Answer 24

If a poll is validly demanded by members yes in other circumstances the chair has discretion but does have a duty to ensure that the sense of the meeting is
correctly recorded

Question 25

If an abstention is a not a vote, why do some members insist on ensuring their abstention is recorded?

Answer 25

To demonstrate dissatisfaction

Question 26

In order to constitute a valid meeting what must all attendees be able to do?

Answer 26

Participate in the meeting, to hear the speakers and to be able to ask questions

Question 27

How has digital voting promoted the use of poll voting as a matter of course?

Answer 27

Digital technology has enabled almost instantaneous vote count whereas a manual count can take hours