MEETINGS OF A COMPANY

MEETINGS

1. INTRODUCTION

The will of the company is generally expressed through resolutions passed at the general meeting. General meeting involved all members of a company.  On some occasion, despite of having general meeting, a company may also held meetings of classes of members where there are more than one classes of shares issued.

2.TYPES OF COMPANY MEETINGS

2.1 STATUTORY MEETING

Applies only to a public company limited by shares and by incorporation. It does not apply to a public company limited by guarantee.

Section 142: ‘Every public company limited by shares shall within a period of not less than one month and not more than three months after the date at which it is entitled to commence business hold a general meeting of the members of the company to be called the ‘statutory meeting’.

Sole purpose of this formal meeting of members is to receive and consider the Statutory Reports of the company together with the Auditors’ Report. The Statutory Report (Form 51) must:

• contain particulars as provided under Section 142(3)(a)(b)(c)(d) & (e);
• be certified by at least two directors;
• be forwarded to every members of the company at least 7 days before the day on which the Statutory Meeting is to be held; and
• be lodged with the Registrar of Companies at least 7 days before the date of the Statutory Meeting.

At the Statutory Meeting, shareholders present are at liberty to discuss any matter relating to the Statutory Report. If members are not happy with the state of affairs the meeting may by ordinary resolution appoint a committee or committees of inquiry and adjourn the Statutory Meeting from time to time.

At any adjourned Statutory Meeting, a special resolution may be passed that the company be wound up notwithstanding any other provisions of the Act, but at least seven days notice of intention to propose such resolution has been given to every member of the company.

2.2 ANNUAL GENERAL MEETING (AGM):

It is mandatory for every type of company to hold a general meeting in each calendar year as its AGM. The AGM of every type of company under the Companies Act 1965 is required under Section143 to be held once in every calendar year. The first AGM must be held within 18 months of it’s incorporation and subsequent AGM are to be held once in every calendar year and not more than 15 months after the holding of the last preceding AGM.  Extension of time may be granted by the Registrar of Companies if applied for under Section143 (2).

Matters to be transacted at the AGM as provided in most companies AOA and in accordance with Table A, 4^th Schedule:

1. to declare final dividend as recommended by the Board of Directors;
2. to receive and consider the audited accounts together with the reports of the Directors and Auditors thereon;
3. to remove and elect directors in accordance with the Articles;
4. to appoint auditors and affix their remuneration.

Business other than the above ordinary business at any AGM is classified as ‘Special Business’.

2.3 EXTRAORDINARY GENERAL MEETING (EGM):

Subject to the Articles, EGM of members may be convened at any time for the transaction of special business which requires attention before the next AGM.

 The directors are the convening authority for an EGM whether they themselves instigate the calling of the meeting or whether they are required to call the EGM by requisition of members. The type of resolution includes ordinary or special resolution depending on the matters.

The most common business transacted at an EGM of Malaysian companies before the final AGM is to empower the Directors pursuant to Section 132D to issue shares in the Company at any time upon such terms and conditions and for such purposes as the Director may in their absolute discretion deem fit. 

For a public company limited by guarantee it is quite common for its AOA to provide for holding of an EGM within the specified time after its incorporation date at which meeting the protem committee are dissolved and new Board of Directors elected by the members.

2.4 GENERAL MEETINGS ON REQUISITION OF MEMBERS:

The law is fair to minority shareholders in that a member or members of a company with a share capital carrying voting rights may at any time lodge a requisition requiring the Directors to convene an EGM for the purposes stated in the requisition. Section 144 provides in detail the procedure of calling such EGM.

For a company not having a share capital, the quantum is one-tenth of the total voting rights of all members having at the date concerned the right to vote at general meetings.

3. CONVOCATION OF MEETING

Notice of Meetings:

A meeting of a company other than for the passing of a special resolution shall be called by notice in writing of not less than 14 days or such longer period as is provided in the AOA.

Therefore the AOA shall not contain a provision for a period of notice for a meeting of a company which is less than 14 days. The notice is to be given to every member and the auditor of the company. And in the case of a listed company, a copy of the notice must also be given to the Bursa Malaysia.

In the case of a meeting called for the passing of a special resolution, notice of 21 days is required: Section 152. For listed companies, the AGM must be convened by 21 days notice

The 14-day or 21-day notice as referred to above shall be ‘clear days’ notice if the AOA are silent on this matter. ‘Clear days’ notice means both the day of service and the day of the meeting are excluded.

A meeting however, may be called by notice shorter than is required (i.e. either 14 days or 21days as the case may be) if it is so agreed in writing (i.e. signing an agreement to shorter notice):

• By all the members entitled to attend and vote thereat in the case of an AGM, or
• By a majority in number of the members having a right to attend and vote thereat and together holding not less than 90% in normal value of shares giving a right to attend and vote (and for a company not having a share capital, by a majority of not less than 95% of the total voting rights of all members)