Pre-planning is key to an AGM’s success, and maintaining a checklist from the outset can be beneficial for everyone involved.
Published by Chartered Accountants Ireland
The Annual General Meeting (AGM) is an important event in any company’s yearly calendar. An AGM is an opportunity for the company’s directors to report and be questioned on the performance of the company while giving the members an opportunity to vote on resolutions.
Where the holding of an AGM has not been dispensed with (as provided for in qualifying circumstances under Companies Act 2014) the meeting must be properly convened, constituted and conducted. Pre-planning is key to an AGM’s success, and maintaining a checklist from the outset can be beneficial for everyone involved.
Before the meeting
- Familiarise yourself with the constitution and Companies Act 2014
Some companies have specific regulations regarding the convening of an AGM. It is important to familiarise yourself with the notice periods, quorums and those who are entitled to attend and vote at the meeting.
- Get the timing right
Directors often have the task of setting the time and date of the AGM. However, it is important to remember the rules of the Companies Act 2014 which state that the first AGM must be held within 18 months of the company’s incorporation. The AGM must then be held within 15 months of the previous AGM. Additionally, it is important to note that an AGM must be held in every calendar year.
- Set the location
An AGM may be held inside or outside of the State. If held outside of the State, the company must arrange for the technological needs of the members. When choosing the venue, consideration must be given to members’ health and safety, and their ease of accessibility.
- Consider and set the agenda
The agenda must be discussed with the Chair. The business conducted at an AGM usually includes the declaration of a dividend, consideration of the company’s accounts and reports, the election of directors in place of those retiring and the appointment of the company’s auditors and the fixing of their remuneration. It is important to reflect on the year passed and the forthcoming year. Are there matters that need to be approved by the members, such as a change to the constitution or change of name? Give agenda items good thought.
- Meet the required notice period
Notice of the meeting and a copy of the financial statements must be sent to those entitled to attend and vote 21 clear days prior to the meeting. The members and auditors (where appointed) may consent to shorter notice.
Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person to attend and vote in their place. The executed proxy should be deposited at the registered office 48 hours before the meeting. A schedule of proxies received, the votes cast and the date upon which they were received, should be maintained.
- Check technology
It is important to arrive to the meeting in advance to ensure the room is ready and confirm all equipment required is working. This will prevent any delay during the meeting.
At the meeting
- Have all required paperwork
Ensure copies of all documents including the agenda are available at the meeting and that required documentation is open for inspection, such as combined registers, AGM minutes and constitution.
- Take minutes
According to the Companies Act 2014, the minutes of general meetings must be kept. To ensure their accuracy, it is recommended that the appointed secretary or minute-taker possess the necessarily skills involved.
- Get the numbers
A quorum must be present before the meeting can commence. Companies Acts 2014 states that the quorum for a private limited company (other than a single-member company) is two members. However, the company can set a higher quorum in its constitution.
- Keep to the agenda
Cover all items on and don’t encourage deviation from the agenda. Sometimes other issues come up. Be sure to address them as quickly but thoroughly as appropriate to be sure the agenda items are ticked off.
- Ensure that votes and polls are conducted in accordance with the constitution
By ensuring that all voting procedures are done as laid out in the constitution, you guarantee their validity.
After the meeting
To close out the AGM successfully, you should ensure that all papers are collected from the room, place signed minutes in the minute book and file any documentation required with the Companies Registration Office, within the required time frame.
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