Computershare Entity Solutions
1 Experts
Corporate Governance Professional/Company Secretary
Computershare Entity Solutions
4 Contributions by Computershare Entity Solutions Experts
PRECEDENTS
For the Annual General Meeting of [ Name of company ] scheduled for [ Date ] at [ venue ]
1 Introduction
Good morning, ladies and gentlemen. I am [ insert name ], the Chair of [ insert name of company ]. The time is now [ insert the exact time ], which is [ just past ] the scheduled start of the Annual General Meeting of [ insert company name ].
2 Quorum
Having confirmed with the Company Secretary/advisers/registrars, a quorum is present, and I therefore declare the meeting open.
3 Housekeeping
Before we begin, I would like to cover a few practical matters. Fire exits are located [ [ over there ] OR [ insert location ] ], and no fire drill is planned for this morning. May I ask everyone to ensure mobile phones are switched off. Thank you. [ [ You may wish to note that this
Corporate
PRECEDENTS
1 Introduction
Good morning, ladies and gentlemen. My name is [ insert name ], and I serve as Chair of [ insert name of company ]. The time is [ insert the exact time ], which is [ just past ] the appointed start for the Annual General Meeting of [ insert company name ].
2 Quorum
Having confirmed with the Company Secretary/advisers/registrars, we are quorate; accordingly, I declare the meeting open.
3 Housekeeping
The fire exits are [ [ over there ] OR [ insert location ] ], and no fire drill is scheduled for this morning.
Please ensure all mobile phones are switched off. Thank you.
[ [ Please also note that this meeting is being recorded so that shareholders and other interested parties unable to attend today can watch it on the company’s website from tomorrow ] ]...
Corporate
PRECEDENTS
1 Demand for a poll by Chair on a resolution
For the Annual General Meeting of [ Name of company ] to be held on [ Date ] at [ venue ], it is noted that resolution [ insert no. ] has not passed. Given the proxy voting authorities I hold, I am therefore obliged to call a poll accordingly. Proxy votes have been received for [ insert no. ] ordinary shares in favour and [ insert no. ] against the resolution. In light of these figures, I now exercise my power as Chair to require a poll. Our registrars will now conduct a poll on resolution(s) [ insert no. ] [ and [ insert no. ] ]. Please remain seated whilst the poll takes place and is being conducted. The registrar’s representatives will now distribute [ poll cards OR voting handsets ]. On a poll,
Corporate
CHECKLISTS
This checklist sets out guidance on the issues and dialogue at Annual General Meetings (AGMs) of listed companies and AIM companies. It spans legal considerations, corporate governance best practice and pragmatic pointers, together with advice for the chair and company secretary on preparing for debate and unforeseen occurrences at a company’s AGM effectively.
The chair presiding over the meeting is charged with steering discussion during the meeting and must act in a neutral fashion. It falls to the chair to keep debate in check and determine when to bring discussion on a specific item to a close once they judge it has been aired fully and allowed a spectrum of opinions to be expressed.
While the UK belonged to the EU, Directive 2007/36/EC (the Shareholder Rights Directive) enshrined shareholders’ entitlement to receive answers to questions at general meetings put to them. That Directive was brought into force in the UK
Corporate
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