This year's AGM season has seen some high profile shareholder
meetings. As the summer of shareholder discontent continues there
has recently been news of requisitioned EGMs.
For those doing a final check before the meeting
there is a list of practical issues (see below) that the chairman
will expect you to have considered before the AGM.
This year he may also want you to confirm that you
have complied with the new rules on financial promotion, when
dealing with questions from the floor.
For those company secretaries relieved that their
AGM has passed off smoothly, there is now the prospect of a
shareholder vote on directors' remuneration next year (see
announcement below). The draft regulations are due out this month.
The manuals will need to be updated.
Practical issues to consider
- Security arrangements (using the Company’s own
- Guests - approval, removal and questions
- Overflow room
- 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
- Hecklers and protesters
- Timing of polls
- Closing the debate
- Security alerts
Relevant Articles of Association
- 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.
- Multiple venue
- Chairman's power to adjourn
- 48 hour rule for amendments
- See under “Electronic notices and proxies”
- Compliance with guidelines
Electronic notices and proxies
PRESS RELEASE - P/2002/397 - 25th June, 2002 -
“Changes to reporting on directors’
- Invitation to use electronic communications
- Publication of accounts on a web site
Press release announces that the
Government has introduced into Parliament legislation to amend CA
85 to require that listed companies publish a report on directors'
pay as part of the annual reporting cycle and hold a shareholder
vote on directors' remuneration at each AGM. The report will have
to disclose details of individual directors' remuneration packages
and justification of any compensation packages given in the
preceding year, details of the board's consideration of directors'
remuneration, membership of the remuneration committee, details of
any remuneration consultants used, and a statement of the company's
future policy on directors' pay and company performance graph. It
is intended that the Regulations will come into force before the
summer recess of Parliament 2002, and that they will apply to
listed companies with financial years ending on or after 31st
December, 2002. It is understood that the draft Regulations will be
published in early July, 2002.
In light of the above, many organisations have been carrying out
reviews of their AGM procedures and we have advised several clients
on their review, on a fixed fee basis. If this would be of interest
to you, please contact either Andrew Crawford at
email@example.com or on +44 (0)20 7367 2867 or Simon
Howley at firstname.lastname@example.org or on +44 (0)20 7367 3566.