Posted By Anna
How to: Annual General Meetings

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For those of you with a 31 March balance date like us, it’s getting to AGM time.

Running your AGM (especially your first crowd related one) can be a bit daunting. We thought we’d share how we do things to make it a bit less mystical (onesies are optional).

 

The nitty gritty

Registered companies are required to hold an annual meeting of shareholders (AGM) annually unless a resolution in lieu of a meeting is passed.

 

Typically, you need to have your AGM within 6 months of the previous financial year closing (eg. if your balance date is 31 March you need to have your AGM by 30 September of that same year) or 10 months if you fall under an exemption.

Notice of your meeting

There are some statutory compliance points (aka really important things) that are required in your notice of your Annual General Meeting. 

You need to include:

  • the agenda
  • any resolutions the shareholders will be voting on
  • proxy forms
  • the annual report

You need to send to all shareholders, directors and the company’s auditors at least 10 working days before the meeting.

 

Agenda

Notice should set out the business to be conducted at the meeting, which usually looks something like:

Opening

  1.   Chairperson’s welcome
  2.   Minutes from previous AGM

 

Business

  1.   Chairman’s Report and Financial Statements
  2.   Shareholder questions
  3.   Appointment of Auditors (if any?)
  4.    Remuneration of Directors (if any?)
  5.   Election of Directors (if any?)
  6.   General Business

 

Resolutions

Notice must include text of all resolutions to be passed at the meeting (special and ordinary).

In your notice of meeting set out the proxy, special voting procedures (eg electronic voting for investor shareholders) and quorum requirements.  Your constitution may state that investor class shares may only participate in meetings by electronic communication using your PledgeMe portal. You will need to set up a vote for each resolution, which should close before your AGM. You will need to factor those votes into the physical votes on the day.

 

Example Proxy Form

I/We, being a shareholder(s) of XXX Limited hereby appoint

[    ]  the Chairman of the meeting

[    ]  the CEO of the company

[    ]  the following person (full name):

as my/our proxy, to vote on my/our behalf in accordance with the following directions (or, if no directions have been given, as the proxy sees fit) at the Annual Meeting of shareholders of XXX Limited to be held at the company offices at [ADDRESS], starting at [TIME on DATE]

1. Ordinary Resolutions

1.1  That the minutes of the Annual Meeting held on [DATE] be approved.

[    ]  For [    ]  Against [    ]  Abstain [    ]  Discretion

1.2 That the Annual Financial Statements for the year ending [DATE] be ratified, approved and adopted.

[    ]  For [    ]  Against [    ]  Abstain [    ]  Discretion

1.3 To appoint an auditor, [NAME], for this current financial year (DATE)

[    ]  For [    ]  Against [    ]  Abstain [    ]  Discretion

2. Special Resolutions

2.1  That the maximum total amount of directors’ fees payable to non-executive directors in the current financial year be set at $xx.

[    ]  For [    ]  Against [    ]  Abstain [    ]  Discretion

 

 

Annual report

1) Every annual report for a company must be in writing and be dated and, subject to subsection (3), must—

  • (a) describe, so far as the board believes is material for the shareholders to have an appreciation of the state of the company’s affairs and will not be harmful to the business of the company or of any of its subsidiaries, any change during the accounting period in—
    • (i) the nature of the business of the company or any of its subsidiaries; or
    • (ii) the classes of business in which the company has an interest, whether as a shareholder of another company or otherwise; and
  • (b) include any financial statements or group financial statements for the accounting period that are required to be prepared under Part 11, Part 7 of the Financial Markets Conduct Act 2013, or any other enactment (if any); and
  • (c) if an auditor’s report is required under Part 11, Part 7 of the Financial Markets Conduct Act 2013, or any other enactment in relation to the financial statements or group financial statements included in the report, include that auditor’s report; and
  • (d) [Repealed]
  • (e) state particulars of entries in the interests register made during the accounting period; and
  • (f) state, in respect of each director or former director of the company, the total of the remuneration and the value of other benefits received by that director or former director from the company during the accounting period; and
  • (g) state the number of employees or former employees of the company, not being directors of the company, who, during the accounting period, received remuneration and any other benefits in their capacity as employees, the value of which was or exceeded $100,000 per annum, and must state the number of such employees or former employees in brackets of $10,000; and
  • (h) state the total amount of donations made by the company during the accounting period; and
  • (i) state the names of the persons holding office as directors of the company as at the end of the accounting period and the names of any persons who ceased to hold office as directors of the company during the accounting period; and
  • (j) state the amounts payable by the company to the person or firm holding office as auditor of the company as audit fees and, as a separate item, fees payable by the company for other services provided by that person or firm; and
  • (k) be signed on behalf of the board by 2 directors of the company or, if the company has only 1 director, by that director.

(2) A company that is required to include group financial statements in its annual report must include, in relation to its subsidiaries, the information specified in paragraphs (e) to (j) of subsection (1).

(3) The annual report of a company need not comply with any of paragraphs (a), and (e) to (j) of subsection (1), and subsection (2) if shareholders who together hold at least 95% of the voting shares (within the meaning of section 198) agree that the report need not do so.

 

During the meeting

What you have to do is pretty prescriptive. Schedule 1 of the Companies Act sets out the basic procedure for shareholder meetings.

During our 2015 AGM we went a bit technical (you can see Jackson in the corner below, sorting it out). Our main presentation was done in Wellington, but we had satellite meetings set up in Auckland and Christchurch, with shareholders also able to view the proceedings online (and ask questions too).

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All of the resolutions were voted on (with the founder class shareholders present voting, and tallying in the online votes).

You need to take minutes, these need to be held on file and shared with your shareholders. We published our minutes and results from the resolutions on our online shareholder portal.

 

After the meeting

We try to make the after meeting times a chance for us to mingle with our shareholders, talk about what’s happening, and sometimes even invite them to events (we had the Yeastie Boys launch directly after our AGM in 2014!).

This is your chance to learn more about your shareholders (if you don’t already know them well) and strengthen your relationship with them.

 

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