Detailed guideline on the roles and responsibilities of Chairman, Company Secretary and Directors, as well as the procedures to conduct an Annual General Meeting (AGM).
Only members (either in person or represented by a proxy or corporate representative) and auditors are entitled to attend a general meeting of a company as of right. Directors and other officers of the company who are not also shareholders are usually allowed to attend by the articles of association. Other persons may attend at the discretion of the chairman.
Although a company may appoint a proxy, proxies are subject to more restrictions than members attending in person and it is often preferable for a corporate representative to be appointed. A corporate representative is entitled to exercise the same powers on behalf of his appointor as the appointing corporation could exercise if it were an individual shareholder.
The company secretary is responsible to the chairman for the proper administration of meetings of the company. These tasks include compiling a list of the proxies received and checking them against the members present, ensuring a quorum is present, ensuring those who speak have the right to do so and assisting with the voting process (particularly if a poll is demanded).
The chairman acts as the representative of the members, not the board, in conducting the meeting. In fulfilling his duties, the chairman must act impartially, having due regard to the wishes of the majority and ensuring that the minority is fairly treated. In exercising his discretion, he must act in the best interests of the company; as chairman of the meeting, he owes a duty to the meeting not to the directors. He must not allow himself to be influenced either by the board or by his own interests in fulfilling that duty. The conduct of a meeting is a matter largely in the hands of the chairman with the assent of the persons properly present.
annual general meeting,
articles of association,
notice of meeting,
show of hand,