Week 4 Flashcards
Podcast Notes
How is power exercised within a company?
Through meetings and resolutions.
Which is the only type of company that holds AGMs?
Public companies and they must do so within 6 months of their financial year. (CA06)
What happens when there is a failure to hold an AGM?
The company and every director/company secretary responsible can be fined.
Any shareholder can apply to the Department for Innovation and Skills to convene a meeting.
What’s the notice for an AGM?
21 Days unless shareholders entitled to attend agrees to a shorter period.
What’s discussed at an AGM?
- Presentation of accounts
- Appointment of Directors
- Declare dividends
Who is able to propose a resolution at an AGM?
Members with > 5% of voting rights have the right to propose a resolution!
When can a general meeting be called?
Ant time necessary - must be held by public companies with a serious loss in capital.
Notice for a GENERAL MEEETING?
NOT AGM
14 days.
What’s discussed at a GENERAL MEETING?
Person who requests the meeting sets the agenda - board of directors ～ check this answer later
When can Directors call a meeting?
Articles usually delegates this power to Directors - check this answer later
When can Members call a meeting?
Members with > 5% of the voting rights can require directors to call a general meeting
Directors must call meeting within 21 days of receiving the request.
The meeting must then take place within 28 days of the notice being sent.
When can resigning auditors call a meeting?
A resigning auditor may call a general meeting so they can explain their reasons for resigning.
When can a court call a meeting?
A court can call a meeting on the application of a director or member where it is otherwise impossible/impractical to do so (e.g. such as where relationships have broken down)
What’s a Notice?
Notice refers to notification that a meeting is going to take place
Who must receive a notice
Every member and Director
What happens when their is a failure to give notice?
Accidental failure does not invalidate the meeting
What’s included in a notice?
Date, time, and place of the meeting. The general nature of the matters to be discussed.
The text of any special resolutions.
What’s the length of notice period for both AGM and GM?
AGM – 21 days
General Meetings – 14 days
How long and what is a special notice?
28 days’ notice required for the removal of a director or auditor.
What’s a resolution?
Resolutions are the way that companies take decisions. They are voted on by the members in person or by proxy (i.e. a representative).
What’s the 2 types of resolutions?
Special and ordinary.
What % of votes is needed for special resolutions to pass?
75%
What % of votes is needed for ordinary resolutions to pass?
50%
Do you need to register for special resolutions?
Yes - within 15 days
