AGM attendance varies largely from company to company but what is consistent is the need for good planning. Looking from a practical perspective, amongst other things, the following main areas need to be completed and considered as part of the project:
- Checklist – creating a checklist with tasks, responsibilities and deadlines are essential for company secretaries as it promotes consistency, accountability and efficiency.
- Legal review – the provisions for general meetings are found in part 13 of the companies act 2006 and the companies’ articles. It’s, therefore, important to check both documents thoroughly to ensure the correct interpretation and that there have been no changes to the legislation since the last general meeting.
- Documents – members must receive an agm notice and proxy form with 21 clear days’ notice (for a plc under the companies act). At the meeting, copies of these should be made available alongside the documents for inspection.
- Announcement and disclosures – copies of the notice and proxy need to be added to the company’s website and should be uploaded to the national storage mechanism (nsm) for main market companies. Both aim and main market companies will need to issue a regulatory announcement to say the documents have been posted to shareholders.
- Quorum – smaller companies or those who have few shareholders attend need to ensure the meeting will be quorate. If directors have shares, ascertain if these are held in their own names as they can form part of the quorum in their capacity as shareholders.
- Monitor votes – it’s vital to monitor the proxy votes coming in. Dialogue with large shareholders is desirable to gauge the sentiment, especially if there are any items of business that may be contentious.
- Venue – whether the room is internal or external, this has to be adequate and allow for an area for shareholders to sign in and be seated. A list of guests invited (including advisers) should be to hand and a process to manage any media representatives.
- Voting – a plan must be in place if voting is carried out by poll. A show of hands vote can suffice for smaller companies (and is more cost effective), whilst larger companies carry out a poll as a standard approach (either digitally or using poll cards).
- Actions after the meeting – listed companies must issue a regulatory announcement giving the result of the meeting and put this on their website. Minutes of the meeting need to be prepared and copies of relevant resolutions sent to companies house, together with a copy of any new or amended articles.
- Review the process – the checklist and procedure notes should be reviewed so that learnings or suggested changes can be applied to a draft version for next year.
If you would like a fresh look to venue branding (staging, banners, posters, digital displays, name badges, reserve seat signs, registration forms etc), then please get in touch with us as we can apply our company secretarial experience to the project to add value and make the process easier for you.