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 +.
