Question 1

What if I choose not to hold an AGM

Accepted Answer

A private company is not required to hold an annual general meeting if all members have passed a resolution dispensing with the need to hold an annual general meeting. The company may pass a written resolution on matters raised at the AGM. With the consent of the company and the members, written resolutions may be circulated in hard copy or other forms (such as email).

Question 2

AGM Process

Accepted Answer

At the Annual General Meeting (AGM), the company presents its financial statements to members and answers any questions about the business. It is 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 designate the Chairman to chair the meeting, any member may be elected to perform the duties at the AGM.

The company secretary must prepare any necessary documents (e.g. articles of association) for the annual general meeting.

Question 3

The following items to note when conducting the Annual General Meeting

Accepted Answer

1. In addition to its routine business, the meeting shall deal only with resolutions for which notice has been given. Ordinary business is defined in the company’s constitution and may include the following topics.
 • Dividend payments
 • Appointment of directors/auditors
 • Remuneration of senior management and directors
 • Review of the accounts and balance sheet

Subjects other than these may be considered special businesses. The notice of the Annual General Meeting should list any resolutions that will be addressed at the meeting besides ordinary business.

***If you vote on a subject that is not mentioned in the notice, the resolution may be invalid. This is because a member with voting rights may be absent during the meeting and have no knowledge of the matter. Please note that members also have the right to propose resolutions for the meeting. However, they must bear the cost of issuing such resolutions.

2. Make sure that the quorum is met

A quorum is the minimum number of members who must be present at the AGM for that meeting to be considered valid.

If your Articles of Association do not specify a quorum, the minimum number of members is two members (or their nominees).

3. Ensure that the proxy is correctly appointed.

Proxies may attend general meetings and vote on behalf of members, and need not be a member of the corporation.

The procedure for appointing proxies should be in your company’s bylaws; it may apply to all meetings, or only to the current meeting.

Ensure that members using proxies have followed these steps.

4. Ensure proper presentation of the company’s financial results.
The directors are responsible for submitting the following documents:
 • Financial Statements
 • Balance Sheet
 • Directors’ report
 • Audit reports (if applicable)

These documents should also be sent with the notice of the Annual General Meeting at least 14 days before the meeting. This will enable members to prepare questions for the directors.

5. Ensure appropriate voting on resolutions.
The company’s constitution covers the voting rights of members as well as voting procedures.

Normally, all members have the right to vote, unless there are special circumstances (for example, a member who fails to pay for issued shares after notice from the company may be denied the right to vote).

Voting is either carried out via a show of hands or a formal vote. However, unless the company’s Constitution states otherwise, a show of hands is not usually permitted.

6. Completing AGM
The minutes of the Annual General Meeting must be recorded in writing and signed by the company’s chairman. The company must then file its annual return on BizFile +.

Annual General Meeting

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Annual
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