Annual General Meetings are necessary for a company’s improvements
An annual general meeting (AGM for short) is a necessary kind of periodical meeting any company needs. It is necessary for the upkeep of the company and to make any needed changes. The changes made in an annual general meeting are so that the company directors can improve the company further.
Why Annual General Meetings and not the other kinds of meetings?
There are 4 common kinds of meetings for shareholders in Malaysia. The Annual General Meeting is just one of them.
The other 3 kinds of meetings are extraordinary general meetings (EGMs), class meetings, and directors’ meetings.
a. Extraordinary general meetings (EGMs)
EGMs are a kind of meeting where it’s unlike the AGM. Sometimes, it can be referred to as a special general meeting or emergency general meeting. Such meetings are used to discuss important and urgent matters like legal issues and remove important individuals from the company.
Members who own at least 10% of the capital’s capital share can call for an EGM. The same thing applies if 2 or more members of the company who own a total of 10% of the company can call for EGMs.
b. Class meetings
Class meetings are usually meetings for different classes of shares of that particular class. Only the holders of such classes can vote and attend such classes. Usually, when a company holds a class meeting, it’s to inform these shareholders that their class of shares are about to be altered, varied, or affected.
c. Directors’ meeting
This kind of meeting is exclusively for directors in the company. They will run and operate day-to-day affairs of the company and the directors will make all the decisions. They will not, however, make choices that are supposed to be decided by the shareholders.
What do shareholders do in an Annual General Meeting then?
As the name says, annual general meetings are held on a yearly basis. However, if you are a startup company, then that figure may differ. You may have a lot of meetings with fellow stakeholders every other day of the week.
When it comes to AGMs for a startup company, it’s best that you have it within 18 months of your company’s incorporation date. After that, your AGM is best held every calendar year. It should not be held more than 15 months after your last AGM meeting though.
Meeting notice for AGM
Before the AGM starts, a notice of meeting document will be sent to all shareholders. In the notice of meeting document will include the following:
- Details of the meeting
- And many others
Sometimes the notices for an AGM may be accompanied by circular statements outlining all the proposed business of the meeting. It should contain sufficient information to enable a prudent determination among all attending shareholders.
The notice has to be circulated for at least 21 days before the AGM’s meeting date. If it’s an ordinary meeting then a 14 days minimum is needed. Unless the meeting is called to pass a special resolution then the notice of meeting should be circulated at least 21 days before.
The timeframe leading up to the AGM can be modified to require a longer notice period. If a shareholder is fully aware of the AGM date and its agenda and still chooses to be absent from it, then this member cannot voice opinions and concerns when the AGM is done and over with.
However, the courts can be reluctant to invalidate the proceedings of an AGM because of technical irregularities of the meeting’s notices.
Voting in AGM meetings
If the shareholder is an ordinary shareholder, then they will be entitled to 1 vote in the AGM. If it’s a preference shareholder in public companies, then they do not have voting rights. However, the preferred shareholder may enjoy more rights than an ordinary shareholder does.
In the meetings, there are 2 types of resolutions – ordinary resolutions and special resolutions. Members who have voting rights appointed by the members can vote on both of the resolutions. More than 50% of the total votes cast is needed to pass an ordinary resolution. A special resolution will need 75% valid votes to be able to get passed.
Appointing proxies in the company
A company’s shareholders are allowed to appoint proxies to attend general meetings on behalf of the shareholders. This is only when the shareholders themselves are unable to attend. These proxies share the same rights as the shareholders (check Section 334(1) of the CA 2016 for further reference).
Appointment and Removal of Directors
Shareholders also have powers to remove a director if the said director is not performing up to standards. If it’s in a private company, they can pass an ordinary resolution before the expiration of the director’s time.
Shareholders will have to follow the rules made under Section 206 of the CA 2016 when removing a director. A director can only be removed when a new successor has been appointed.
There is a difference between the removal and retirement of a director, however. Under Section 205 (3) CA 2016, directors can be reappointed (which they often do), then this decision lies with the shareholders of the company. The company must vote on the same director at these AGMs.
Q&A sessions and right to speak
This part of the AGM is pretty straightforward. When the AGM is done, the shareholders must be given time to question the decisions made during the meeting. Shareholders can also expect directors to give full and frank disclosures of all matters to all shareholders. That way the shareholders can have a clear picture of the company’s affairs and make proper decisions at the general meetings.
AGMs are for companies to resolve, update, and improve anything that needs it on a yearly basis. If any companies need any of those, an AGM is the best time to bring it up.