ACCA F4 - Corp and Business Law (ENG)

Part F Management, administration and regulation of companies  20: Company meetings and resolutions 305

2 General meetings

There are two kinds of general meeting of members of a company:

 Annual general meeting (AGM)

 General meetings at other times

2.1 Annual general meeting (AGM)

The AGM plays a major role in the life of a public company although often the business carried out seems

fairly routine. It is a statutorily protected way for members to have a regular assessment and discussion of

their company and its management.

Private companies are not required to have an AGM each year and therefore their business is usually

conducted through written resolutions. However, members holding sufficient shares or votes can request

a general meeting or written resolution.

Rules for directors calling an AGM

 Public companies must hold an AGM within six months of their year end

 Must be in writing and in accordance with the articles

 May be in hard or electronic form and may also by means of a website

 At least 21 days notice should be given; a longer period may be specified in the articles

 Shorter notice is only valid if all members agree

 The notice must specify the time, date and place of the meeting and that the meeting is an AGM

 Where notice is given on a website it must be available from the date of notification until the

conclusion of the meeting

The business of an annual general meeting usually includes:

 Considering the accounts

 Receiving the directors' report, the directors' remuneration report and the auditors' report

 Dividends

 Electing directors

 Appointing auditors

2.2 General meetings at other times

2.2.1 Directors

The directors may have power under the articles to convene a general meeting whenever they see fit.

2.2.2 Members

The directors of public and private companies may be required to convene a general meeting by

requisition of the members.

Rules for members requisitioning a general meeting

Shareholding  The requisitioning members must hold at least 5% of the paid up share capital

holding voting rights.

Requisition  They must deposit a signed requisition at the registered office or make the

request in electronic form.

 This must state the 'objects of the meeting': the resolutions proposed.

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