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meh > 9 - Company meetings and decision making > Flashcards

9 - Company meetings and decision making Flashcards

1
Q

How can members of public companies make decisions?

A

Resolutions at a meeting
&
Unanimous assent (but this is unpractical)

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2
Q

How can members of private companies make decisions?

A

Resolutions at a meeting
&
Written resolution
&
Unanimous assent rule

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3
Q

How is it calculated whether a vote passes at a members’ meeting?

A

Based only on those who actually vote

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4
Q

Ordinary resolution requires what %?

A

More than 50%

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5
Q

Special resolution requires what %?

A

Not less than 75%

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6
Q

‘Resolution’ will be classed as what?

A

Ordinary resolution

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7
Q

Which decisions cannot take place by written resolution?

A

Removing director or auditor before period of office has expired

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8
Q

Unanimous assent rule explained

A

If all members know they agree on a matter, decisions can be made without meeting taking place or resolution passing, so long as they provide their actual assent

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9
Q

Unanimous assent - example of when actual assent will be deemed to have been given

A

If both shareholders are directors, and the directors make decisions that should be taken my members

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10
Q

When can decisions by unanimous assent be taken

A

In the place of almost any ordinary or special resolution, and decisions taken at GMs and class meetings

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11
Q

3 examples of conditions/restrictions on use of unanimous assent rule

A
  • Won’t apply if statute requires decision taken at meeting
  • Cannot be used for decision that could not have been made by resolution (eg. declaring unlawful dividend)
  • Court has stated members must have full knowledge of matter, and have given actual assent (ie. if they would likely have assented, not enough)
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12
Q

Who can call a GM? (3)

A
  • Directors
  • Members representing 5% share capital
  • The court
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13
Q

Who must be provided with meeting notice? (unless stipulated otherwise by articles)

A

Members
Directors
Auditor

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14
Q

3 ways in which meeting notice can be provided

A

Hard copy
Electronic form
By means of website

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15
Q

What must be included in meeting notice? (6 always, 3 others sometimes)

A
  • Time
  • Date
  • Place
  • General nature of business to be dealt with
  • Intention to purpose a resolution and the text of the resolution
  • Statement informing rights in relation to appointing proxy
  • [Statement that meeting is AGM]
  • [Additional info in certain instances, such as director’s representations if they are being removed]
  • [details of website containing certain required info, if traded company]
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16
Q

Notice for GM

A

At least 14 clear days’ notice

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17
Q

Notice for AGM

A

At least 21 clear days’ notice

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18
Q

FRC’s guidance for premium listed companies AGM notice

A

At least 20WD

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19
Q

What does clear notice mean?

A

Day of notice and day of meeting do not count

20
Q

Notice for GM/AGM of traded company

A

At least 21 clear days’ notice

21
Q

Meeting notice of traded company can be reduced to 14 clear days if:

A
  • Meeting is not AGM
  • Company offers e-voting
  • Special resolution passed to reduce voting period
22
Q

% of members which must agree to shorter notice period of private company than specified in statute

A

At least 90%

23
Q

% of members which must agree to shorter notice period of public company than specified in statute

A

At least 95%

24
Q

% of members which must agree to shorter notice period for AGM of public company than specified in statute

A

100%

25
Q

4 resolutions requiring special notice

A
  • Removal of director
  • Resolution to appoint someone in place of director removed at that meeting
  • Resolution to remove auditor
  • Resolution to appoint new auditor
26
Q

Who are considered ‘qualifying persons’ at GMs (3)

A

Member
Corporate Rep
Proxy of member

27
Q

What is quorum for members meeting (unless specified otherwise by articles)? What are two exceptions?

A

Unless 2 present are 2 corp reps
-
If Ltd co with 1 member, 1 qualifying person is a quorum

28
Q

Members Meeting - What will chair do if less than half in attendance raise hands on vote? Why?

A

Ask those who object to raise hands, as some may abstain and therefore do not count towards votes

29
Q

PLC Model Articles state poll can be demanded by who? (4)

A

Chair
Directors
2 or more persons with right to vote
Member/s with 10% voting rights

30
Q

Traded/quoted co. poll - S.341 provides following info must be placed on website:

A

Date of meeting
Text of resolution
Number of votes cast in favour
Number of votes against

31
Q

3 possible ways a member might not have ability to vote

A

Non-voting shares
Restrictions placed by articles
Limited by statute (such as member/director voting on resolution to ratify negligence or breach)

32
Q

How does a proxy decide how to vote?

A

Must vote in accordance with instructions given my member - if there are none, they vote as they wish

33
Q

Define corporate representative

A

A person who has been authorised by a resolution of the directors of a company to represent the company at a meeting of a second company, of which the company is a member

34
Q

Define proxy

A

A person appointed by a member to attend a meeting on their behalf

35
Q

Which private companies are required to hold AGMs? (2)

A

If it is a traded company
or
It its articles so require

36
Q

AGM period for traded company

A

Within 9 months of ARD

37
Q

AGM period for PLC

A

Within 6 months of ARD

38
Q

5 items of business typically arising at AGM

A
  • Laying of accounts and various reports
  • Approving remuneration report
  • Approving appointment/reappointment of directors and auditor
  • Declaration of final dividend
  • Providing directors authority to engage in certain acts (such as re. shares)
39
Q

When can a chair adjourn meeting under model articles? (4)

A
  • If meeting is not quorate within half hour, or becomes inquorate
  • If meeting contests to an adjournment
  • If it appears that adjournment is necessary to protect safety of person in attendance, or to ensure business conducted in proper manner
  • If directed to do so by the general meeting
40
Q

Which records must be kept by companies for 10 years?

A
  • Copies of all resolutions of members
  • Minutes of all proceedings of general meetings
  • Details of decisions taken by a sole member
41
Q

When are class meetings held?

A

When a decision is taken that affects only a particular class of member

42
Q

3 differences between rules for general meetings and class meetings

A
  • Members and courts cannot call class meetings
  • Quorum can be different, espec if class meeting is re. variation of class rights
  • Any holders of shares can demand a poll at a class meeting
43
Q

Can companies choose to hold fully electronic meetings?

A

Yes, so long as there articles do not rule this out

44
Q

What was published to encourage institutional investors to engage more with companies?

A

UK Stewardship Code

45
Q

3 examples of institutional investors

A

Insurance companies
Pension funds
Banks

meh (20 decks)

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