Ask the Expert March 2014
Q: My company’s annual general meeting (AGM) is scheduled to be held in May. What practical suggestions do you have?
A: Good preparation is always the key to success. Some practical suggestions for holding a successful AGM are set out below.
- Reserve a suitable meeting venue well in advance. The general trend for shareholder attendance is increasing (especially for those AGMs with souvenirs), so you may need a bigger venue.
- Consider enhancing onsite security arrangements if the expected attendance is high.
- Confirm the auditor’s presence to answer questions about the audit, the preparation and content of the auditors’ report, the accounting policies and auditor independence. Best practice is that any advisers providing opinion on issues material to a resolution should also attend the general meeting to answer possible queries.
- Partner with a PR firm to handle media and demanding shareholders if necessary. If your company decides to give souvenirs, it is a good idea to display a gift policy clearly in the registration area to minimise potential disputes.
- Make sure there is consistency in resolution details (including sequences and numbering of resolutions) in the circular, proxy form, voting paper and meeting agenda, for both Chinese and English versions.
- Engage early for shareholder identification and/ or proxy solicitation if necessary. Generally speaking there are typically few contentious resolutions at an AGM, but we’ve seen general mandates voted down and in other countries the ‘no’ vote is certainly increasing.
- Prepare your chairman and senior management for potential questions posed by shareholders. For smooth proceedings, you may consider a time limit for Q&A, and offer to answer the remaining questions in writing within a reasonable period of time.
- Have contingency plans in place for typhoons or adverse weather and outline them in your meeting announcement or circular. This will minimise confusion and uncertainty for shareholders.
- If your company is incorporated in Hong Kong, the points outlined below need to be noted as a result of the new Companies Ordinance which is effective from 3 March 2014.
- Section 596(3) now allows multiple proxies in the case of a company having a share capital (previously limited to two). This may increase the number of proxies being appointed and the number of persons attending the annual general meeting. You may need to reserve a bigger venue.
- Section 584 permits a company to hold a general meeting at two or more places using any technology that enables the members of the company who are not together at the same place to listen, speak and vote at the meeting; subject to any provision of the company’s articles.
- Section 594 states that the following items must be recorded in the AGM minutes:
- result of the poll
- total number of votes that could be cast on the resolution
- number of votes in favour of the resolution, and
- number of votes against the resolution.
Stephanie Cheung, Vice-President of Client Services
Computershare Hong Kong Investor Services Ltd