Company Meetings.

Company Meetings

A company operates as an association of individuals, making decisions based on majority views. Meetings play a crucial role in discussing and deciding on various matters. The Companies Act contains provisions that must be comprehended and followed.

Types of Meetings:

Meetings within a company are broadly categorized as:

Meetings of Members:

Annual General Meeting (AGM): Compulsory for all types of companies, AGMs should be held annually. Notice, including essential documents, must be sent at least 21 days before the meeting. [s.133 of Cap 212]

Matters discussed at AGM: Auditor's report, director's report, appointment and remuneration of auditors, declaration of dividend, and appointment of directors. (s. 133(1):

Extraordinary General Meeting (EGM): Called for urgent matters. Members can requisition an EGM if they hold at least one-tenth of the paid-up capital. [s.134]

Class Meetings:

Conducted by holders of a specific class of shares, such as preference shareholders, to discuss matters relevant to that class. (s.73 of Cap212)

Meetings of the Board of Directors:

Regular board meetings and committee meetings are essential for decision-making and governance.

Other Meetings:

Meetings of debenture holders and creditors, crucial for matters like variations in terms or arrangements during winding up.

Requirements for Valid Meetings:

For a meeting to be considered valid, certain conditions must be met:

Proper convening and authorization

Adequate notice to attendees

Legal constitution with the required quorum

Valid transaction of business in accordance with regulations

Proxy:

Members can appoint proxies to represent them at meetings. Proxy forms must be submitted in advance, allowing someone else to vote on their behalf.

Quorum:

Quorum, the minimum required members for a valid meeting, is crucial. In the absence of a quorum, decisions made are not binding.

Chairman:

The chairman, typically the head of the board, presides over meetings. If the chairman is absent, a member is elected as chairman for that meeting.

Voting and Poll:

Decisions are often made through a show of hands, but a poll may be demanded for more significant matters. Polls require a specific number of members' demand.

Motion, Amendment, and Resolution:

Motion: A proposal discussed at a meeting.

Amendment: A modification proposed to a motion before voting.

Resolution: The decision resulting from a passed motion.

Types of Resolutions:

Ordinary Resolution: Passed by a simple majority.

Special Resolution: Requires a 75% majority and is essential for significant matters. (s. 143):

Resolution Requiring Special Notice: Pertaining to specific matters, and notice must be given at least 28 days before the meeting. (s. 144):

Registration of Resolutions and Agreements (s. 145):

Certain resolutions and agreements must be printed, certified, and filed with the Registrar of Companies within 30 days after passing. These include special resolutions, resolutions related to the appointment of a managing director, and those binding all members of a class.

This overview underscores the importance of meetings in corporate governance, ensuring transparency and adherence to legal requirements.