Conducting Annual General Meetings (AGM)

Timing and Frequency

First AGM: A company must hold its first AGM within 18 months of incorporation. This is where the first set of financial statements is presented.

Subsequent AGMs: Following the first AGM, a company must hold an AGM once every calendar year. The interval between AGMs should not exceed 15 months.

Financial Statements: The financial statements presented at the AGM must be made up to a date not more than 6 months before the AGM for private companies (4 months for listed companies).

Notice of AGM

Companies are required to send a written notice of the AGM to all shareholders at least 14 days before the meeting (21 days for listed companies). The notice should include the date, time, and place of the meeting, as well as the agenda.

Agenda and Resolutions

Typical Agenda Items: Approval of financial statements, declaration of dividends, re-appointment of directors and auditors, and any other special business or resolutions.

Ordinary and Special Resolutions: Decisions at AGMs are typically made by passing resolutions. Ordinary resolutions require a simple majority, while special resolutions (like changes to the company constitution) require at least a 75% majority.

Quorum

The quorum for an AGM, typically defined in the company's constitution, must be present for the meeting to proceed. If a quorum is not present, the meeting will be adjourned and reconvened at a later date.

Conducting the Meeting

Chairperson: The chairperson of the meeting, usually the chairman of the board, leads the AGM. They are responsible for ensuring that the meeting runs smoothly and in accordance with the company’s constitution and legal requirements.

Minutes: Minutes of the AGM must be taken and typically include details of the resolutions passed, the proceedings of the meeting, and the results of any voting.

Proxy Voting

Shareholders who cannot attend the AGM can appoint a proxy to attend, speak, and vote on their behalf. The appointment of proxies must be done in accordance with the procedures outlined in the company’s constitution.

Filing Requirements

After the AGM, companies must file their annual returns with ACRA within one month, including the financial statements presented at the AGM.