Guideline for Annual General Meeting (AGM)

WHO MAY ATTEND THE MEETING?

Summary

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.

Appointment: 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.

Authority: A corporate representative must be appointed by a resolution of the directors (or other governing body) of the appointor.

Proxies: Any member entitled to attend and vote at a meeting may appoint a proxy, who need not also be a member.

Board committees: The chairmen of the audit, remuneration and nomination committees are to be available to answer questions at the AGM. 

Auditors: A company's auditors (and former auditors) are entitled to attend any general meeting of the company and to be heard on any part of the business of the meeting which concerns them as auditors.

Advisors:

• To the company: The company's solicitors, accountants etc. may be available to advise or comment on technicalities if invited by the chairman. Where opposition is expected to resolutions, it is sensible for the company's solicitors to be present to advise on any points of procedure that may arise since those opposed may try to create, or subsequently rely on, an irregularity to render the proceedings invalid.
• To a member: Members cannot insist on their solicitors or other advisers being allowed to accompany them, although a solicitor or other agent may be appointed proxy. Whether or not advisers are allowed to attend is a matter for the chairman's discretion.

Observers: The articles of some companies allow, or the chairman in his discretion may permit, persons who are not members of the company (e.g. a member's professional advisor) to observe the meeting either directly or in a separate room via an audio-visual link.