April brings more work for company secretaries

Checklist

Practical issues to consider

• Venue
• Security arrangements (using the Company’s own personnel)
• Guests - approval, removal
• Hand count
• Admissible/inadmissible motions from the floor
• Verification of poll demand
• Exercise of discretion by proxies
• Amendments to resolutions (including criteria for accepting or rejecting)
• Hecklers and protesters
• Timing of polls
• Closing the debate
• Security alerts

Resolutions

• Directors’ appointments
• Board appointments made since the last AGM
• Retirement by rotation and complying with the Combined Code
• Final dividend
• Authority to allot shares on a non-pre-emptive basis within Investment Committee (IPC) guidelines
• Authority for share buybacks within Investment Committee (IPC) guidelines
• Authority for the company or any subsidiary to make political donations or incur EU Political Expenditure

Chairman’s script

• Proposal and voting on resolutions
• Poll demand by Chairman
• Poll demand from floor
• Proposal of new directors or Chairman
• Adjournment by Chairman
• Adjournment motion from floor
• Immediate poll
• Poll at end of meeting
• Deferral of poll
• Refusal/acceptance of amendment and proposal of motion to amend and of amended/unamended resolution
• Poll on the above items
• Motion of no confidence
• Closing the debate.

Relevant Articles of Association

• Multiple venue
• Chairman’s power to adjourn
• 48 hour rule for amendments
• See under “Electronic notices and proxies”

Proxy Cards

• Compliance with guidelines

Electronic notices and proxies

• Invitation to use electronic communications
• Publication of accounts on a web site
• Update your Articles or rely on Table A?

If you want to discuss wording to update any particular procedure, please call or e-mail Andrew Crawford ([email protected]; tel. +44 (0)20 7367 2867) or Simon Howley ([email protected]; tel. +44 (0)20 7367 3566).