Companies - Joint Decision Making Flashcards
What is an annual general meeting (AGM)?
A meeting of the members of a public company required to be held each calendar year
How many clear days notice is required for an AGM?
21 days
What is the maximum amount of time that should elapse between AGMs?
18 months
What 5 things does an AGM cover?
- Accounts
- Directors and auditors reports
- Dividends
- Election of directors
- Appointment and remuneration of the auditor
What is a general meeting (GM)?
Any meeting of the company members that is not an annual general meeting
When must directors call a general meeting?
If shareholders who represent at least 5% of the company’s paid-up share capital request a GM
If shareholders request a meeting, directors must call it within __ ____ of the request and it must be held within __ _____
21 days, 28 days
What are five features that notice of a general shareholder’s meeting must include?
- Company name
- Time, date and place of meeting
- General nature of the business to be discussed
- Statement of right to appoint a proxy
- Special resolutions (full text)
How do you calculate the latest date for notice of a meeting if the notice is hand delivered?
Meeting date minus 15 days
How do you calculate the latest date for notice of a meeting if the notice is post delivered?
Meeting date minus 17 days
How many clear days notice is required for general meetings?
14 days
How can the notice period for general meetings be shortened?
(note - there’s a different percentage for public companies)
If agreed by a majority of shareholders who hold 90% of the shares for private ltd companies
(rises to 95% for non-traded public companies)
Under the Model Articles, what is the quorum required for a shareholder meeting?
2 shareholders
What is the difference between ordinary resolutions and special resolutions?
Ordinary - require approval of at least a majority (51%) of members at the meeting
Special - require approval of 75% or more of members at the meeting
What is a poll vote?
Where members of meetings gets one vote per share
The Companies Act 2006 provides that provision in the Articles are invalid if it restricts what 2 groups of people demanding a poll vote?
- 5 or more shareholders; or
- Shareholders with not less than 10% of voting rights/paid up capital
What are written resolutions?
An ordinary or a special resolution that is passed in writing as oppose to in a meeting
Can written resolutions be used to dismiss a director or auditor?
No
Which two groups of people can decide whether to circulate a written resolution?
- The board of directors
- Shareholders with at least 5% of total voting rights
How many days from the day of circulation of a written resolution will the resolution lapse?
28 days
Written resolutions are based on all ____________ entitled to vote and is based on one vote per _____
shareholders, share
The Companies Act 2006 prohibits the use of written resolutions by which type of companies?
Public limited companies
Give five examples of matters requiring approval by ordinary resolution
- Appointment/removal of a director
- Approval of declaration of dividends
- Approval of director’s decision to allot shares of a new class
- Ratification of director’s breach of duty
- Entering a service contract with a director for 2+ years
If the term of a director’s service contract is less than 2 years, who can appoint a new director and award their service contract?
The board
