1. COMPANY MEETINGS
GROUP MEMBERS NAME:
1.THEVANATHAN A/L NAVA – DCA20-01143527
2.JUNAIDY FIKRI BIN JAFRY – DCA20-02143554
3.MUHAMMAD REZUWAN HUZAIMY BIN SARIF – DCA20-03143566
4.MUHAMMAD HISYAMUDDIN BIN ISMAIL – DCA20-01143541
5.MUHAMMAD ARIFFUDIN BIN ABD AZIZ – DCA20-03143583
2.
3. STATUTORY MEETING
DEFINITION:
Statutory meeting is the first meeting of the members of a public company.
It is held once in the life of a public company that limited by shares.
Statutory means legal, so this meeting is totally based on law.
Must be certified by at least two directors.
OCCASION:
This meeting must be held not less than 1 month but before 3 months of obtaining the
certificate of commencement of business.
NOTICE OF MEETING:
The directors will send a notice of the meeting to all the members of the company at least 21
days before the meeting.
And also send a copy of statutory report to the shareholders
4. THE PURPOSE OF THE MEETING
To win confidence
To provide latest information's
To discuss future plans
To discuss statutory report ; total numbers of shares issued , total receipts and total
payments , cash received against shares allocated , details of the shares allocated.
5. ANNUAL GENERAL MEETING
DEFINITION:
Every public company will hold Annual General Meeting of its members every year.
This meeting is to be call and held by the directors of the company.
Mandatory for every type of company or for that matter.
OCCASION:
The first annual general meeting must be held within 18 months from the date of its
incorporation.
The next meeting must be held once in every calendar within 4 months after closing its
financial year.
The interval between the two meetings must not exceed than 15 months.
NOTICE OF THE MEETING:
The directors will send a notice of the meeting to all the members of the company at least 21
days before the meeting.
6. THE PURPOSE OF THE MEETING
To receive and consider the Director’s and Auditors’ reports, the Accounts(The Financial
Statement) and Balance Sheet;
The Directors’ report and the Auditor’s report
To sanction or declaration of the dividend (if any) recommended by the directors;
To appoint, or re-appoint, the directors;
To appoint, or re-appoint, the auditors and fix their remuneration
7. EXTRAORDINARY GENERAL MEETING
DEFINITION:
All general meetings other than annual general meeting and statutory meeting are
known as Extra-Ordinary General Meetings.
This meeting is held on the special occasions or it can say in the emergency situations
when directors think that is necessary. For example; at the plan of merger.
OCCASION:
This meeting is held on the special occasion and in the emergency situation.
NOTICE OF THE METING:
The directors will send a notice of the meeting to all the members of the company at
least 21 days before the meeting.
8. DIRECTORS MEETING
DEFINITION:
A Board of Directors generally must conduct a Board Meeting to make company’s decisions,
frame the general policy of the company, directs its affairs, appoints the company officers,
and ensure that they carry out their duties and recommend to the shareholders regarding
distribution of dividend.
Not provided in the act.
Usually – director may at any time summon a meeting of the directors.
Board of Directors will hold the responsibility for the overall success and failure of the
corporation.
TYPES OF MEETING:
i. Special Meeting : A special meeting is one called by a majority of the director for a
particular purpose.
ii. Scheduled Meeting: A scheduled meeting is generally set forth in the corporation’s
Bylaws or Articles of Incorporation.
10. NOTICE OF MEETING:
Under Section 145 of Companies Act
A meeting of a company must be convened by notice in writing at least 14 days.
The company, must give notice in writing either in person or by post of all General Meetings to every Member, Director
and Auditor.
LENGTH OF NOTICE:
At least 21 days notice in writing must be given of an AGM.
An extended notice of 28 days is required where a resolution to remove a Director or a resolution to replace or remove
an Auditor is proposed.
14 days notice in writing must be given of an EGM however 21 days notice is required where a special resolution is
proposed
DOCUMENTS TO ACCOMPANY NOTICE:
Agenda;
Audited Annual Accounts with Auditors Report;
Directors Report;
Proxy Form;
Ballot Paper if election to be declared;
Wording of any resolution to be proposed at the meeting;
Minutes of previous AGM or EGM.
11.
12. VENUE:
Under Section 145 A of Companies Act
Anywhere in Malaysia
Not necessary at registered office
More that one venue
Can use technologies ( Skype, Power Point Presentation )
AGENDA:
Unless the articles of a company provided, agenda is not required by law to be given to every director.
i. Adoption of Minutes of previous AGM or EGM;
ii. Annual Report of Board;
iii. Audited accounts;
iv. Reappointment of retiring Auditors;
v. Election of Directors;
vi. Consider & decide resolutions for which due notice has been given.
QUORUM:
Under Section 147(1)
Fixed by the directors.
Minimum number of members who must be present at the meeting to constitute a valid meeting.
Can increase the number of members through Article of Association.
75% members can attend the meeting.
13. PROXY:
Under Section 149(1) of Companies Act
A proxy is a person nominated by the member to attend the meeting and to exercise the
member’s vote on their behalf.
A proxy is also entitled to speak at a meeting on behalf of the member.
The person nominated by proxy does not have to be a member of the company
QUALIFICATION OF PROXY:
Under Section 149(1)(b)
Another member
An advocate (lawyer)
An approved company auditor
A person approved by Board of Directors
14. CHAIRMAN:
Under Section 147 (1) of the Companies Act.
Member can elect any member to be a chairman
CHAIRMAN DUTIES:
To direct the meeting
Preserve order
Ensure that the proceeding are conducted at proper manner.
VOTING:
Under Section 148 (1)
The power to vote is not a fiduciary power.
A shareholder owes a duty to anybody as to how he or she will exercise their vote.
By providing a show of hands each member or representative of a member has one vote.
Simple Majority [ 27 + 23 = 50 ]
2/3rd Majority [ 35 + 15 = 50 ]
15. MINUTES OF MEETING
Minutes are a record of what the company and directors do in meetings. The book
in which the record of the proceedings of a meeting is kept is known as the minute
book. Separate minute books are required to be kept.
Each page of the minute book which records proceedings of a Board meeting shall
be initialed or signed by the chairman of the same meeting or the next succeeding
meeting.
Proxy refer to a person who is authorized by a member of a company to attend
and vote at a meeting of the co on his behalf.
16.
17. RESOLUTION
Decisions of the Members at a General Meeting are made by resolution.
The standard business conducted at an AGM is decided on by way of Ordinary resolution. A
simple majority of over 50% of Members entitled to attend and vote or by proxy is needed to
pass the resolution.
However, Special resolutions are needed to conduct certain business at AGM’s and EGM’s e.g.
any proposal to amend or alter the Articles of Association requires a Special Resolution to be
passed by a qualified majority of 75% of the Members entitled to attend and vote or by proxy.
Resolutions are voted on by a show of hands unless a poll is demanded by the Chairperson or
at least 3 of the Members present.
The hybrid resolution is whereby, the company required to give at least 14 days notice to the
members but require the support of at least 75% of the votes.
Circular resolution is deemed passed if all members who are entitled to attend and vote at the
general meeting of the company signed on the resolution.
