Company Meetings I
Shareholders participate in companies through members’ meetings. There are two main kinds of meetings, Annual General Meeting (AGMs) and Extraordinary General Meetings (EGMs). AGMs are held annually and deal with certain regular business.
Where separate classes are constituted, separate meetings may be required in respect of matters specific to the shareholders of that class. In particular, this will be required where there is any proposal to change their class rights.
An ordinary resolution is a resolution passed by a simple majority of the votes cast by members of the company, being entitled to vote. The members may vote in person or by proxy at a general meeting of the company. A shareholder is entitled to propose a resolution at a shareholders’ meeting. He must give notice of his intention to propose the resolution when the meeting is called.
Company Meetings II
All general meetings of the company other than annual general meetings are extraordinary general meetings. EGMs are convened as required for particular exceptional circumstances. For example, an EGM may be required to approve an exceptional transaction or to do something fundamental, such as amending the articles of association.
The directors of a company may convene an extraordinary general meeting whenever they think fit. If at any time there are insufficient directors capable of forming a quorum, any director may convene an EGM in the same manner as it might be convened by the directors.
A special resolution is that required by the Act or the company’s constitution, to be passed as a special resolution. It is to be passed by not less than 75 percent of the votes cast. The resolution must be passed at a meeting of which at least 21 days’ notice has been given. The text or substance of the resolution is to be set out in the notice. There are exceptions where there is a unanimous waiver of this requirement and for certain written resolutions.
2014 Act Defaults I
The 2014 Act preserves the rules regarding general meetings of members and resolutions, with some modifications. The former Table A provisions are reflected in the Act. The non-mandatory provisions (formerly in the Tables) may be dis-applied. There remain certain key rights which are preserved, such as the rights to a poll, the basic rights of rights of shareholders and the rights to appoint directors.
A multi-member limited company may dispense with holding an annual general meeting under the 2014 Act for the first time. Single member companies were of necessity, exempt from the requirement to hold annual general meetings.
2014 Act Defaults II
Under the 2014 Act, the annual general meeting may be dispensed with, where all persons entitled to attend and vote, before the due date for the meeting, sign a written resolution acknowledging receipt of the financial statements which would have been required to be laid before the meeting and resolving in terms of the matters which would have been required to be resolved at the meeting. The resolution must confirm there has been no change in the appointment of the proposed auditor.
Under the 2014 Act, one or more members holding not less than 50 percent, or such other percentage as may be specified in the constitution, may convene an extraordinary general meeting. They must be holders of paid up share capital, carrying voting rights. This does not affect the rights of qualifying members to requisition a meeting. This right, effectively allows the holder of more than 50 percent of the share capital to convene the meeting himself, rather than requiring the directors to do so.
Foreign and Remote Meetings
An annual general meeting or extraordinary general meeting of a company may be held inside or outside the State. Such a meeting may be held in two or more venues, whether inside or outside the State at the same time using any technology that provides members as a whole with a reasonable opportunity to participate.
An annual general meeting or extraordinary general meeting may be held outside the State, if all members entitled to attend and vote, consent in writing or the company has made all necessary arrangements to ensure that members can by technological means, participate in the meeting without leaving the State.
If the company holds its annual general meeting or any extraordinary general meeting outside the State, then unless all of the members entitled to attend and vote consent, the company must ensure at its expense, that all necessary arrangements are made to ensure that members can by technological means participate in such meeting without leaving the state.
Business of AGM
With limited exceptions, every company must hold an annual general meeting each year. There can be no more than 15 months between AGMs. When a company is formed, its first AGM must be held within 18 months. Some companies may dispense with the requirement for an annual general meeting.
The business of the annual general meeting includes
- consideration of the statutory financial accounts and the directors’ report and unless the company is entitled to and has availed of the audit exemption, the report of the statutory auditors and those statements and the report;
- the review by the members of the company’s affairs;
- unless the constitution otherwise provides, the declaration of a dividend not exceeding the amount recommended by the directors;
- authorisation of the directors to approve the remuneration of the statutory auditors (unless the audit exemption applies);
- if the constitution so provides, the election and re-election of the directors;
- the appointment or re-appointment of statutory auditors, if applicable; and
- where the company constitution so provides, the remuneration of the directors.
The above items are the ordinary business of the Annual General Meeting. Any other business is special business. Other issues may be raised at the meeting itself.
Laying of Accounts
A copy of the balance sheet, profit and loss account, auditor’s report and director’s report must be sent with the notice of the meeting to every member, debenture holder, and others so entitled, at least 21 days before the meeting. In public companies, more extensive materials are usually circulated.
The profit and loss account covers the period from the previous accounts to a date not less than nine months before the meeting. This is generally an annual period and marks the company’s financial year. The balance sheet is made up as at the date the profit and loss account is made up to.
The auditor’s report must be read at the meeting and be open for inspection. The auditor is automatically reappointed unless he resigns or a resolution is passed which replaces them.
There is no requirement that the AGM actually approves the accounts, auditor’s report minutes, etc. it is sufficient that they are laid before the meeting, in order to comply with the statutory requirement.
References and Sources
Companies Act 2014 (Irish Statute Book)
Companies Act 2014: An Annotation (2015) Conroy
Law of Companies 4th Ed. (2016) Ch.14 Courtney
Keane on Company Law 5th Ed. (2016) Ch.25 Hutchinson
Other Irish Sources
Tables of Origins & Destinations Companies Act 2014 (2016) Bloomsbury
Introduction to Irish Company Law 4th Ed. (2015) Callanan
Bloomsbury’s Guide to the Companies Act 2015 Courtney & Ors
Company Law in Ireland 2nd Ed. (2015) Thuillier
Pre-2014 Legislation Editions
Modern Irish Company Law 2nd Ed. (2001) Ellis
Cases & Materials Company Law 2nd Ed. (1998) Forde
Company Law 4th Ed. (2008) Forde & Kennedy
Corporations & Partnerships in Ireland (2010) Lynch-Fannon & Cuddihy
Companies Acts 1963-2012 (2012) MacCann & Courtney
Constitutional Rights of Companies (2007) O’Neill
Court Applications Under the Companies Act (2013) Samad
Company Law – Nutshell 3rd Ed. (2013) McConville
Questions & Answers on Company Law (2008) McGrath, N & Murphy
Make That Grade Irish Company Law 5th Ed. (2015) Murphy
Company Law BELR Series (2015) O’Mahony
Companies Act 2006 (UK) (Legilsation.gov.uk)
Statute books Blackstone’s statutes on company law (OUP)
Gower Principles of Modern Company Law 10th Ed. (2016) P. and S. Worthington
Company Law in Context 2nd Ed. (2012) D Kershaw
Company Law (9th Ed.) OUP (2016) J Lowry and A Dignam
Cases and Materials in Company law 11th Ed (2016) Sealy and Worthington
UK Practitioners Services
Tolley’s Company Law Handbook
Palmer’s Company Law