Annual General Meeting (AGM) meaning

Who is entitled to receive notice of general meeting or annual general meeting? Notice of a general meeting (GM) or an annual general meeting (AGM) must be given to: every member of the company, meaning those listed on the register of members (including anyone entitled to a share as a result of a member’s death or bankruptcy, where the company has been informed of that entitlement) each director of the company the company’s auditors Check the company’s articles in particular for provisions relating to: issuing notices to joint, untraceable or overseas shareholders cut-off dates by which a person must be entered on the register of members to receive a notice...

This checklist sets out the requirements for preparing for a company’s general meeting (GM) or annual general meeting (AGM). It is intended for both practitioners and company secretaries and applies to private and public limited companies, whether listed or unlisted. It addresses calling a GM or AGM, including the members’ and the court’s powers to call a meeting, notice requirements, practical preparatory steps, and a company secretary’s checklist of actions to take for the meeting. Holding hybrid GMs and AGMs Since the COVID-19 pandemic, many companies have enabled remote participation at meetings, typically by amending their articles to permit remote attendance, inclusion within the quorum, and the ability to vote by participants at such meetings, accordingly. For further details, see Practice Note: Holding entirely virtual or hybrid general meetings and AGMs...

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 through the Companies (Shareholders' Rights) Regulations 2009, which amended Part 13 of the Companies Act 2006 (CA 2006)...

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In this issue: Corporate governance New content Useful information Dates for your diary Weekly highlights from other practice areas Corporate governance Berkeley Group suffers investor dissent over executive pay Berkeley Group Holdings PLC encountered opposition from investors to its executive pay at this week’s general meeting. More than 22% voted against the Directors’ Remuneration Policy and over 20% opposed the new performance share plan (PSP), though each resolution still passed by a shareholder majority. The revised policy swaps the former restricted share awards for a PSP, reinstating annual bonuses (none have run since 2018/19). Bonuses may reach up to 200% of salary. Under the PSP, the CEO is set to receive yearly awards of 400% of salary and the CFO 250%. Any new executive directors could receive up to 300% per annum. Bonus and PSP vesting will hinge on TSR: nothing vests below 4% p.a., with full vesting at 18% p.a...

AIB Group Plc AIB Group Plc unveiled €1.7bn worth of shareholder rewards, including a proposed €700m cash dividend, following a 170% jump in profits for 2023. The lender also plans to repurchase €1bn worth of shares from shareholders. It said it is in talks with the Irish government to buy back the shares from the minister for finance, a step that will require approval from AIB's shareholders at its annual general meeting on 2 May 2024. Counsel details for the shareholder returns were not immediately available...

Market Standards Trend Report—AGM Season 2024 Lexis+® UK Practical Guidance and Market Standards review voting behaviour seen across the annual general meetings (AGMs) of FTSE 350 companies as the 2024 AGM season draws to a close. We also assess the issues companies must consider as they look ahead to the 2025 season...

ARCHIVED: This content was published in 2018 and is not maintained. This Market Standards Trend Report reviews current market practices and developments arising from the FTSE 350 annual general meeting (AGM) season for 2018...

This Practice Note summarises the law relating to the steps involved in preparing, identifying recipients and sending a notice of an annual general meeting (AGM). It explains the required format and substance of notices, together with the statutory minimum timeframes for giving notice. Intended for practitioners and company secretaries alike, it applies to companies with equity shares on the Main Market of London Stock Exchange plc (listed companies) and to those with equity shares on AIM (AIM companies), for whom the guidance is relevant. A public company is obliged to convene an AGM annually, within six months beginning the day after its accounting reference date. The Companies Act 2006 (CA 2006) prescribes the detailed rules for calling and conducting an AGM, from convening through to holding the meeting. Where a public company is also a traded or quoted company, CA 2006 imposes further obligations. This encompasses listed companies, but excludes AIM companies. CA 2006 also envisages that, in some situations, a private company may itself be a traded company...

This Practice Note reviews the legal framework and institutional investor expectations on running fully virtual or hybrid general meetings and annual general meetings (AGMs), drawing together current practice and guidance. Demand from shareholders and other corporate stakeholders to conduct gatherings through electronic communication has risen markedly in recent years, reflecting shifting preferences and practical realities. That underlying shift was then sharply hastened by the coronavirus pandemic across the market. Holding electronic meetings—Companies Act 2006 Prior to the coronavirus crisis, a handful of FTSE 350 issuers had already trialled electronic formats, from streaming physical meetings online (webcasts) to hybrid arrangements allowing shareholders to take part in person or virtually, both options running in parallel. In 2016, Jimmy Choo plc staged the first fully virtual AGM, sparking extensive discussion about the fairness and efficacy of remote participation. For some companies and investors, hybrid or exclusively virtual meetings and AGMs are appealing because members may find access simpler in many instances, and because avoiding a large in-person event, or dispensing with...

[ insert company name ] [ LIMITED OR PLC ] (the Company) At a meeting of the Company’s board on [ insert date ], it was resolved that [ [ insert name of single corporate representative ] OR the persons named below ] are appointed as the Company’s corporate representative[ s ] [ for the shares shown next to each name ] to act for the Company [ in person or by remote electronic means ] at the annual general meeting of [ insert company name ] PLC on [ insert date ] at [ insert time ] at [ insert address ] [ , and also via the electronic facilities available through [ insert URL of virtual meeting platform ] (the Virtual Meeting Platform ) ] [ : OR . ] Name Shares [ insert name of multiple corporate representative ] — [ insert number and class of shares for which the representative is appointed ] I certify this is a...

Company number : [ insert number ] The companies act 2006 A [ Private OR Public ] company limited by shares Resolution[S] relating to [ insert company name ] [ Limited OR Plc ] (the Company) During an annual general meeting of the Company, duly convened and held on [ insert ...

[ insert company name ] [ LIMITED OR PLC ] (the Company) Form of proxy—annual general meeting Please read the explanatory notes before filling in this form. I/We, Name of shareholder(s) (for joint holdings, list all joint holders) ...................................................................... ......................................................................, being a member/members of the Company, hereby appoint Name of proxy .................................................................................................................................................. (use block capitals) Tick this box if this proxy appointment is one of multiple appointments. For appointing more than one proxy, please see explanatory note 3 below. Number of shares to which this proxy applies ................................................. Leave blank if appointing a single proxy for all your shares or, if no proxy is named above, the chair of the meeting, as my/our proxy to exercise any or all of my/our rights to attend and speak for me/us and on my/our behalf [ , whether in person or remotely via electronic means, ] at the annual general meeting of the Company (the AGM) to be held at [ insert time ] on [...