What Is An Annual General Meeting (AGM) ?: Auditors
What Is An Annual General Meeting (AGM) ?: Auditors
What Is An Annual General Meeting (AGM) ?: Auditors
The Director’s Service Agreement is a long-form contract with detailed provisions on various
aspects of employment.
When drafting a Director’s Service Agreement, the employer should be aware of certain
statutory provisions in determining the terms of employment, for example the amount of
minimum wage (if applicable), rest days, paid annual leave, statutory holidays or maximum
working hours (if applicable).
4. Nominee director
Person who acts as a non-executive director on the board of directors of a firm, on behalf of
another person or firm such as an bank, investor, or lender. Also, a resident in a tax haven
who lends his or her name to a non-resident as a trustee on the board of an offshore firm in
that haven. Typically there is no shareholding requirement for the nominee director but, if
the bylaws of a firm impose a share qualification, he or she must obtain them within the
specified period. Some jurisdictions allow a firm to be named as a nominee director of
another firm. Also called straw man.
5. AGM resolution.
What Is an Annual General Meeting (AGM)?
An annual general meeting (AGM) is a mandatory yearly gathering of a company's
interested shareholders. At an AGM, the directors of the company present an annual
report containing information for shareholders about the company's performance and
strategy.
Shareholders with voting rights vote on current issues, such as appointments to the
company's board of directors, executive compensation, dividend payments, and the
selection of auditors.
KEY TAKEAWAYS
Shareholders who do not attend the meeting in person may usually vote by
proxy, which can be done online or by mail.
At an AGM, there is often a time set aside for shareholders to ask questions to
the directors of the company.
Activist shareholders may use an AGM as an opportunity to express their
concerns.
How an Annual General Meeting Works
An annual general meeting, or annual shareholder meeting, is primarily held to allow
shareholders to vote on both company issues and the selection of the company's board
of directors. In large companies, this meeting is typically the only time during the year
when shareholders and executives interact.
Public companies must file annual proxy statements, known as Form DEF 14A, with
the Securities and Exchange Commission (SEC). The filing will specify the date, time,
and location of the annual meeting, as well as executive compensation and any
material matters of the company concerning shareholder voting and nominated
directors.
If a company needs to resolve a problem between annual general meetings, it may call
an extraordinary general meeting.
Qualifications for an Annual General Meeting
The corporate bylaws that govern a company, along with its jurisdiction,
memorandum, and articles of association, contain the rules governing an AGM. For
example, there are provisions detailing how far in advance shareholders must be
notified of where and when an AGM will be held and how to vote by proxy. In most
jurisdictions, the following items, by law, must be discussed at an AGM:
Minutes of the previous meeting: The minutes of the previous year's AGM
must be presented and approved.
Financial statements: The company presents its annual financial statements to
its shareholders for approval.
Ratification of the director's actions: The shareholders approve and ratify (or
not) the decisions made by the board of directors over the previous year. This
often includes the payment of a dividend.
Election of the board of directors: The shareholders elect the board of
directors for the upcoming year.
Special Considerations
Several other elements may be added to an AGM agenda. Often, the company's
directors and executives use an AGM as their opportunity to share their vision of the
company's future with the shareholders. For example, at the AGM for Berkshire
Hathaway, Warren Buffett delivers long speeches on his views of the company and
the economy as a whole.