AGM — Annual General Meetings, a compulsory gathering where the company informs its shareholders about the current financial situation. The officers present financial statements and the shareholders issue a resolution of approval. Other resolutions take place, too: such as dividend declaration, the re-election of directors, change in directors’ fees, etc.
When to hold AGM and send notice?
If you hold offline AGM, it has to happen within 6 months after each financial year end. In Singapore, a corporate secretary must send ot the notices a minimum of 14 days ahead of the meeting if you will be passing an ordinary resolution. For special resolution, 21 days timeline is necessary.
What you need to know about AGM
You can dispense with offline AGMs if you are not a public company. To do so, you need to pass a resolutiopn to stop holding phisical AGMs and all the shareholders must endorse it. However, there are 3 cases when a real AGM still has to take place:
- A new resolution overrules the previous one that dispensed with AGMs
- A member requests one within a specified timeline
- A member requests one within 14 days after the financial statements went out
Objectives of Annual General Meeting
The purpose of AGM is to make sure the company is compliant with every lawful requirement such as Financial Statement, presenting of a new auditor and etc., to make important decisions to ensure the welfare of the company, to update the shareholders on activities of the company.
There are 2 types of AGM Objectives:
1. Objectives regarding Ordinary Business
- To present the audited accounts to the company's members and get it approved
- To elect the new members of Board of Directors by voting
- To choose the auditors for the upcoming calendar year
- To declare and affirm the company's dividends
2. Objectives regarding Special Business
- To address any issues or conflicts raised by the investors of the business entity
- To protect the interests of the investors of the company
Is AGM attendance mandatory?
Note that an annual general meeting is an obligatory yearly meeting of a company's interested shareholders.
Who attends AGMs?
To comply with the law, there is a Quorum for AGM. This means there is a minimum number of persons that must be present at AGM so all the decisions can be considered valid. The AGM in Singapore requires a minimum of 2 members to be present personally unless the Constitution of the business entity says otherwise.
For Public Companies
|Number of members as on the date of meeting||Quorum|
|No more than 1000||5 memebers|
|More than 1000 but upto 5000||15 members|
|More than 5000||30 members|
For Private Companies
2 members should be personally present in the meeting
What is a Proxy Vote at AGM?
There will be situations when members can't attend an AGM. In this case they appoint a proxy. A proxy is a person a member appoints to attend the meeting of the company. A proxy votes on behalf of that member. A member can appoint a maximum of 2 proxies to be at the same meeting.