ACCA F4 - Corp and Business Law (ENG)

310 20: Company meetings and resolutions  Part F Management, administration and regulation of companies

Rules for members requisitioning a resolution at the AGM

Qualifying holding

 The members must represent 5% of the voting rights, or

 Be at least 100 members holding shares with an average paid up of £100, per

member

Request

 Must be in hard copy or electronic form, identify the resolution and be

delivered at least six weeks in advance of an AGM or other general meeting

Statement

 Members may request a statement (<1,000 words) be circulated to all

members by delivering a requisition. Members with a qualifying holding may

request a statement regarding their own resolution or any resolution proposed

at the meeting

 The company must send the statement with the notice of the meeting or as

soon as practicable after

In either instance, the requisitionists must bear the incidental costs unless the company resolves

otherwise.

The right of members to have resolutions included on the agenda of AGM or other meetings could easily

be the subject of a question in your exam. It is an important consideration if some of the members

disagree with the directors.

4.5 Content of notices

The notice convening the meeting must give certain details. The date, time and place of the meeting, and

identification of AGM and special resolutions. Sufficient information about the business to be discussed at

the meeting should be provided to enable shareholders to know what is to be done.

The notice of a general meeting must contain adequate information on the following points.

(a) The date, time and place of the meeting must be given.

(b) An AGM or a special resolution must be described as such.

(c) Information must be given of the business of the meeting sufficient to enable members (in

deciding whether to attend or to appoint proxies) to understand what will be done at the meeting.

4.5.1 Routine business

In issuing the notice of an AGM it is standard practice merely to list the items of ordinary or routine

business to be transacted, such as the following.

 Declaration of dividends (if any)

 Election of directors

 Appointment of auditors and fixing of their remuneration

The articles usually include a requirement that members shall be informed of any intention to propose the

election of a director, other than an existing director who retires by rotation and merely stands for re-

election.

5 Proceedings at meetings

5.1 How a meeting proceeds

Company meetings need to be properly run if they are to be effective and within the law.

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