Minutes of AGM
The annual general meeting is no longer compulsory for private companies due to reforms introduced by the Companies Act 2006. There is however an obligation to continue to hold AGM's if there is specific mention in the articles of association of the company.
Certain companies having a larger number of shareholders or 'charitable' or 'not-for-profit' companies may however consider it essential to continue to hold AGM's as in many cases it is their opportunity to enhance relationships and facilitate communications with their members. Additionally such companies likely view the AGM as a key focus for accountability and transparency.
Notice of AGM
The board of directors will decide the date of the AGM and resolve to call it and the location for the AGM must provide members a reasonable opportunity to attend and, whilst not a statutory requirement it is usual to specify the meeting is an annual general meeting (especially where there is a constitutional obligation on the company to hold an AGM).
A notice of a general meeting must specify the date, time and place of the meeting, and the general nature of the business to be dealt with. The period of notice for a general meeting will be the usual statutory 14 clear days' notice unless the articles impose a longer period.
The period of notice for an AGM will be the usual statutory 14 clear days' notice unless the articles impose a longer period.
'Clear Days' means that the day on which the notice is received or deemed received by the member and the day of the meeting itself are not counted in the calculation.
The notice of an AGM must be sent to every member (unless there are specific classes of membership not entitled to receive notice under the articles - e.g. 'B' shares) and to the auditors (if any) and every director. It must also be sent to every person entitled to a share in consequence of the death or bankruptcy of a member (under the 2006 'model' articles they are known as 'transmittees'). This applies only once the company has been notified of their entitlement.
Section 311 of the Companies Act 2006 provides that notices can be given:
- In hard copy format;
- In electronic format;
- By means of a web site; or
- By a combination of these methods.
If notice is given by means of a web site the notice must remain available on the web site throughout the period beginning with the date of the notification to the intended recipient and ending with the conclusion of the meeting.
Types of Resolution
There are two types of resolution that can be considered at an AGM:
- Ordinary Resolution - requires over 50% of the voting shares to pass this type of resolution (whether written or passed at the meeting).
- Special Resolution - requires over 75% of the voting shares to pass this type of resolution (whether written or passed at the meeting).
Business of AGM
Generally the directors decide the business of the AGM (although it may be specified in the articles) and the general nature of the business (including any special resolutions to be proposed at the meeting) should be set out in the AGM Notice. The standard business includes:
- Approval of previous AGM minutes (if applicable).
- The receiving of the accounts and report of directors.
- The declaration of a final dividend payable to holders of fully paid ordinary shares - optional.
- The re-appointment of director(s) obliged to retire by rotation - optional.
- The re-appointment of director(s) who were appointed mid year and obliged to retire at AGM - optional.
- The re-appointment of auditor(s) and fixing of their remuneration.