ACCA F4 - Corp and Business Law (ENG)

314 20: Company meetings and resolutions  Part F Management, administration and regulation of companies

Results of quoted company polls of must be made available on a website. The following information

should be made available as soon as reasonably practicable, and should remain on the website for at

least two years.

 Meeting date

 Text of the resolution or description of the poll's subject matter

 Number of votes for and against the resolution

5.5 Minutes of company meetings

Minutes must be kept of all general, directors' and management meetings, and members can inspect

those of general meetings.

Minutes are a record of the proceedings of meetings. Company law requires minutes to be kept of all

company meetings including general, directors' and managers' meetings.

Every company is required to keep minutes which are a formal written record of the proceedings of its

general meetings for ten years. These minutes are usually kept in book form. If a loose-leaf book is used

to facilitate typing there should be safeguards against falsification, such as sequential prenumbering.

The chairman normally signs the minutes. If they do so, the signed minutes are admissible evidence of

the proceedings, though evidence may be given to contradict or supplement the minutes or to show that

no meeting at all took place.

Members of the company have the right to inspect minutes of general meetings. The minutes of general

meetings must be held at the registered office (or the single alternative inspection location (SAIL)) and be

available for inspection by members, who are also entitled to demand copies.

5.6 The assent principle

A unanimous decision of the members is often treated as a substitute for a formal decision in general

meeting properly convened and held, and is equally binding.

6 Class meetings

Class meetings are held where the interests of different groups of shareholders may be affected in

different ways.

6.1 Types of class meeting

Class meetings are of two kinds.

(a) If the company has more than one class of share, for example if it has 'preference' and 'ordinary'

shares, it may be necessary to call a meeting of the holders of one class, to approve a proposed

variation of the rights attached to their shares.

(b) Under a compromise or arrangements with creditors the holders of shares of the same class may

nonetheless be divided into separate classes if the scheme proposed will affect each group

differently.

When separate meetings of a class of members are held, the same procedural rules as for general

meetings apply (but there is a different rule on quorum).

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