WS5: General Meeting and Shareholder Powers

Question 1

What is the shareholders reserve power?

Answer 1

They can direct the directors to take, or refrain from taking, a specified action by special resolution.

Question 2

What happens if there is director deadlock?

Answer 2

Shareholders can in rare deadlock situations appoint an additional director to move forwards

Question 3

How is a general meeting of shareholders called?

Answer 3

Directors need to (usually) call the GMs by passing a board resolution at a board meeting.

Usually called by a simple majority of directors.

14 days clear notice must be given

Question 4

What does the short notice procedure entail?

Answer 4

If 90% of shareholders with voting rights agree, short notice procedure means that GM can take place immediately after the BM

Question 5

What happens if board refuse to call a GM?

Answer 5

Shareholders serve a S303 request - must be shareholders holding not less than 5% of the paid up voting share capital.

S303 request must say general nature of business and might say texts of resolutions.

Question 6

What happens when directors get a S303 request notice?

Answer 6

They must call GM within 21 days of request.

Meeting must then not be held longer than 28 days after the notice convening the meeting was issued.

Question 7

What happens if directors fail to call a meeting despite getting a S303?

Answer 7

Shareholders who submitted the request / more than half of the voting rights of the shareholders who submitted request can call GM themselves under S305.

Under this procedure, must be held within 3 months from the date of the initial S303 request.

Question 8

What kind of companies need to have an AGM?

Answer 8

Public ones only.

Question 9

What are the rules for holding an AGM?

Answer 9

Called by directors on 21 clear days notice within 6 months of the financial years end.

Question 10

How is a show of hands counted?

Answer 10

Each shareholder has one vote

Question 11

How is a poll vote counted

Answer 11

Each shareholder has one vote per share held

Question 12

How are GM resolutions decided as standard?

Answer 12

Show of hands, unless a poll is demanded

Question 13

When can a poll vote be demanded?

Answer 13

Before a GM or at a GM

By:
-The chairman of the meeting
-The directors
-Two or more people having the right to vote on the resolution
- A person or person representing not less then one tenth of the total voting rights of all shareholders having the right to vote on the resolution.