During an AGM, the company presents its financial statements to members and answers any queries on the business.
AGMs are conducted under the direction of the chairman of the meeting, who is usually the chairman of the board of directors. If your company’s Constitution does not specify a chairman to regulate the meeting, any member can be elected at the AGM to fulfil the role.
The company secretary – or an appointed secretarial service – is required to prepare any necessary documentation for the AGM (e.g. the company Constitution).
Please note the following when conducting your AGM.
1. Other than ordinary business, the meeting should only deal with resolutions for which notice has been given.
Ordinary business is defined in your company’s Articles and may include subjects such as:
- Dividend pay-outs
- Appointment of directors/auditors
- Remuneration for senior executives and directors
- Consideration of accounts and balance sheets
- Subjects other than these may be considered special business.
- Any resolutions at the meeting, other than ordinary business, should have been mentioned in the Notice of the AGM.
[Note] If you vote on a topic that was not mentioned in the notice, the resolution may not be legally valid. This is because a member with voting rights may be absent during the meeting, and have no knowledge of the matter.
Note that members also have the right to propose resolutions for the meeting.
However, they must bear the expense of circulating such resolutions.
2. Make sure you meet the quorum
The quorum is the minimum number of members who must attend the AGM, for it to be considered valid. If the quorum is not specifically stated in your company’s Constitution, the minimum number is two members (or their proxies).
3. Ensure proxies are properly appointed.
A proxy can attend and vote on behalf of a member at the AGM. The proxy does not need to be a member of your company.
The procedure for appointment of a proxy should be in your company’s Constitution; the procedure may be applicable for all meetings, or only for the current meeting.
Ensure that the procedures have been followed by members using proxies.
4. Ensure the proper laying of accounts.
Directors are responsible for presenting documents such as:
- Financial statements
- Balance sheets
- Director’s report
- Auditor’s report (if applicable)
These materials should also be sent with the Notice of the AGM, at least 14 days prior to the meeting. This will allow members to prepare questions for the directors.
