General Meetings

Question 1

Define AGM

Answer 1

AGM is annual general meeting

Question 2

What are the basic concepts/ rules around AGM?

Answer 2

1. Public companies are required to hold an AGM within 6 MONTHS of the end of their financial year. (Once a year)
2. No more than 15 MONTH intervals between AGMs.
3. AGM’s are called by the director of the company. They must be called by giving NO LESS THAN 21 CALENDAR DAYS written notice.
4. Electronic communication is deemed delivered 48 HOURS after being sent.

Question 3

What are some of the items that can be discussed in an AGM?

Answer 3

1. Declaring a dividend.
2. Considering financial statements.
3. Considering reports of directors and auditors.
4. Electing directors and players of those retiring.
5. Appointing and remunerating auditors.

Question 4

Define General Meeting

Answer 4

1. Any other meeting other than an AGM is a general meeting.
2. These can also be EGM’s - extraordinary general meetings for one off discussions

Question 5

What are the basic concepts/ rules around General Meetings?

Answer 5

1. Must be called by giving no less than 14 CALENDAR DAYS written notice.
2. Called for extraordinary matters - for things outside regular company business
3. Electronic communication deemed delivered 48 HOURS after being sent
4. Either called by directors or when 5% or more shareholders request it.

Question 6

Explain the concept of “vote by show of hands” in the meetings

Answer 6

1. It’s normal in the first instant of the meeting.
2. Each member has one vote.

Question 7

Explain the concept of “vote by poll” in meetings

Answer 7

1. Demanded by shareholders or members.
2. This is a more accurate way for voting.
3. One vote per share and proxies are also counted. More shares = more votes, your vote will be more significant.
4. A poll can be demanded by five members who have the right to vote OR 10% or more of the shareholders.

Question 8

What are the two main kinds of resolutions that can be considered at a general meeting?

Answer 8

1. Ordinary resolution - standard type and requires a majority of those voting in order to be passed. (> 50%)
2. Special resolution - for important constitutional changes. Requires 75% or more to vote in favour to be passed.

Question 9

What is a proxy?

Answer 9

1. Proxy is someone who is appointed by a member on behalf of them to vote.
2. They have the right to vote in “ show of hands” and “vote by poll”

Question 10

What are the two different types of proxies valid in a general meeting?

Answer 10

1. General proxy - they vote as they see fit based on what is said in the meeting
2. Special proxy/ two-way proxy - appointed to vote as directed by the member for/ against a resolution