P14 . Meetings of shareholders and members

Question 1

Which members resolutions cannot be passed by written resolution?

Answer 1

Removal of a director under s. 168
Removal of an auditor under s. 510

Question 2

Process of members’ written resolution

Answer 2

Copies of proposed resolution sent to all eligible members
Members may signify agreement within 28 days with signature
WR is approved when requisite majority of members (in terms of voting rights) have signified agreement
Consent/signature after 28 days has no effect

Question 3

Other than members, who else must copies of WR be sent to?

Answer 3

Auditor (if the company has one)

Question 4

Threshold of % voting rights required to require a company to circulate a proposed resolution

Answer 4

5% (unless Articles stipulate a lower threshold)

Question 5

How long does company have to comply with request to circulate MWR

Answer 5

21 days

Question 6

If members request WR, who must meet the cost?

Answer 6

Those members, unless company has previously agreed to do so

Question 7

On what grounds can a company apply to the court for an order not to comply with request to circulate MWR?

Answer 7

The rights conferred by CA2006 2. 292 are being abused

Question 8

Three main types of members’ meetings

Answer 8

AGMs
GMs
Class meetings

Question 9

Which type of private company is still required to hold an AGM?

Answer 9

Private companies which are traded companies, or that have it stipulated in their articles

Question 10

In which period must a public co hold its AGM?

Answer 10

Within 6 months of the ARD

Question 11

In which period must a traded private company hold an AGM?

Answer 11

Within 9 months of the ARD

Question 12

Routine items of business for an AGM (6)

Answer 12

Receiving report and accounts
Declaration of final dividend
Election/re-election of directors
Reappointment and remuneration of auditors
Non-binding resolution for approval of directors remuneration report (quoted companies)
Resolution to approve adoption of new remuneration policy (quoted companies)

Question 13

Non-standard items that may be brought to AGM (4)

Answer 13

Authorise issuing of additional shares
Waiving pre-emption rights
Authorise payment of political donations
Authorise purchasing of own shares

Question 14

For which co’s may a member have the right to propose a resolution to appoint a person as a director

Answer 14

If there is a right contained in the Articles

Question 15

When are class meetings held?

Answer 15

Whenever the rights of the holders of that class are to be varied

Question 16

What is the quorum for class meetings convened for variation of class rights?

Answer 16

Two members, holding at least one-third of nominal value of the shares of that class

Question 17

What must be on notice of AGM (6)

Answer 17

Statement that the meeting is an AGM
Date, time and location
Statement of entitlement to appoint proxies
Distinguish between ordinary and special res’
Comply with content requirements of circulars
Date and signature

Question 18

How far in advance of meeting must notice and accompanying docs be sent?

Answer 18

21 clear days (not including date of notice or meeting

Question 19

How far in advance of meeting should notice and accompanying docs be sent according to UK CG Code?

Answer 19

20 business days

Question 20

Who should receive notice of AGM?

Answer 20

Eligible members, auditors, personal reps of deceased shareholders

Question 21

How far in advance of AGM must notice of proposing to remove director or auditor be sent

Answer 21

28 days in advance

Question 22

Which resolutions can be amended at an AGM?

Answer 22

Only ordinary resolutions

Question 23

Process for amending resolutions at meetings

Answer 23

Amendment must be reasonably within scope of original
Must be approved by meeting before being voted on

Question 24

What is the threshold for demanding a poll at an AGM

Answer 24

2 persons with the right to vote or 10% of voting rights

Question 25

Other than members, who else can demand poll?

Answer 25

Chair of the meeting, or directors

Question 26

What are the conditions which must be met for a traded company to hold a GM on 14 clear days notice (3)

Answer 26

Not an AGM
Electronic voting offered
Special resolution passed to reduce notice period to 14 days (at previous AGM, or GM since previous AGM)

Question 27

What is the notice period for the general meeting of a traded company

Answer 27

21 clear days, unless conditions are met to reduce this to 14 clear days

Question 28

When is the notice of a meeting deemed to have been served?

Answer 28

48 hours after posting, excluding NWD

Question 29

In situations where it is not possible or desirable to give minimum notice, what is threshold required to have given valid consent to short notice of GM (public co)

Answer 29

Majority of members, between them holding 95% of share capital

Question 30

In situations where it is not possible or desirable to give minimum notice, what is threshold required to have given valid consent to short notice of GM (private co)

Answer 30

Majority of members, between them holding 90% of share capital (may be increased by arts, up to 95%)

Question 31

In situations where it is not possible or desirable to give minimum notice, what is threshold required to have given valid consent to short notice of AGM

Answer 31

All members

Question 32

What is the quorum for members’ meetings?

Answer 32

2 (present or present by proxy), subject to any provisions in the articles, or 1 if there is a sole member

Question 33

Majority to approve resolutions at meetings are determined by what?

Answer 33

Majority of those attending and voting on each resolution

Question 34

3 examples of ordinary resolutions

Answer 34

Appointment or re-appointment of directors
Re-appointment of auditors
A capitalisation of profits

Question 35

4 examples of special resolutions

Answer 35

Alteration of articles
Change of name
Disapplication of pre-emption rights
Reduction of capital

Question 36

Role of chair at members’ meetings (7)

Answer 36

Authority to adjourn meeting
Rule on points of order
Decide upon validity of votes
Declare results of resolutions on show of hands
Eject members for unruly behaviour
Decide upon validity of amendments
Demand a poll

Question 37

What is the aim of a procedural motion?

Answer 37

To prevent a section of members from causing a meeting to run out of time or stop an alternative view point being expressed by making lengthy speeches

Question 38

What is a procedural motion?

Answer 38

A motion used (by the chair) to regulate the conduct of the business of a members meeting

Question 39

In which instances can more than one proxy by appointed by a single member?

Answer 39

When a different proxy is appointed to exercise the rights attaching to different shares

Question 40

Can members who appoint a proxy still attend and vote at meeting?

Answer 40

Yes, but this effectively revokes the proxy appointment

Question 41

Why are proxy forms evaluated?

Answer 41

So as to keep a running total of votes for and against. For close votes or those looking like they may be rejected, the board might consider contacting larger shareholders to request that they vote

Question 42

A provision in Arts is void if it excludes the right to demand a poll by:?

Answer 42

5 persons with the right to vote or 10% of voting rights

Question 43

What info must quoted but not traded companies make available on a website following poll votes at meetings? (3)

Answer 43

Date
Text or description of subject matter of the resolution
Number of votes cast in favour and against

Question 44

What info must traded companies make available on a website following poll votes at meetings? (6)

Answer 44

Date
Text or description of subject matter of the resolution
Number of votes cast in favour and against
Number of votes cast
Proportion of votes cast in favour and against
Number of abstentions (if counted)

Question 45

What is the voting method at the majority of members’ meeting?

Answer 45

Show of hands

Question 46

Which companies now typically do voting by poll in the first instance?

Answer 46

FTSE100 (almost all)
FTSE250 (most)

Question 47

What provides validity for passing of resolution by show of hands

Answer 47

The declaration of the chair stating as much

Question 48

Provision 4 of the Code requires directors to explain which actions are intended to be taken to consult with shareholders when announcing the results of a vote where what threshold of votes against is reached? ‘significant votes against’

Answer 48

20%

Question 49

How does electronic voting work at members’ meetings?

Answer 49

Each member provided with voting handset which is registered to their shareholder account - their vote is instantly logged by the system - quicker counting and declaration of results

Question 50

Is audio-visual conferencing of meetings permitted?

Answer 50

Yes, but it is far more likely to lead to adjournment or suspension in event of system failure for example

Question 51

Who are often used to undertake mechanics of registering attendees and counting votes for members’ meetings?

Answer 51

Share registrars, under the oversight of the CoSec

Question 52

Threshold for requiring independent proxy report on a poll

Answer 52

5% voting rights, or 100 members with shares which on average have been paid up to the sum of at least £100

Question 53

Independent proxy reports - what must assessors report state? (5)

Answer 53

Whether procedures adopted were adequate
Whether votes case were fairly and accurately recorded and counted
Whether proxy appointments were properly assesses
Whether the notice complied with CA2006
Whether any company sponsored forms of proxy complied with CA2006