Governance & Compliance Update: Top Tips for Convening Annual General Meetings

Choosing the venue

The location of the AGM must be in the State, unless all members entitled to attend and vote at the meeting consent to it being held in another jurisdiction. In that case, the company must ensure that members in the State can participate in the meeting by technological means.

Choosing the date of AGM

The first AGM of a company must be held within 18 months of the date of its incorporation. For subsequent AGMs, not more than 15 months should elapse between the date of AGM and the date of the previous AGM.

Giving adequate notice

Every member, director and secretary, as well as the personal representative of a deceased member, shall be given notice of the AGM by not less than 21 clear days. In this context, “clear days” means that the date on which the notice is received, or deemed to be received, and the date of the meeting itself are not included in the 21 days. Unless a company’s constitution permits notice to be given by electronic means, notice must be served to each member by hand or by post.

The notice of AGM should specify the place, date and time of the meeting, the nature of the business to be conducted at the AGM and the text of any proposed special resolutions. A proxy form should also be delivered to the members and should specify the return address and the deadline for delivery of proxy forms to that address. The default is that proxies should be delivered to a company no more than 48 hours prior to an AGM, although a company’s constitution can reduce that time period.

The Companies Act 2014 provides that shorter notice of meetings may be given where all members entitled to attend and vote at the meeting and the auditors, if appointed, agree.

Tip: Check the company constitution for notice and proxy requirements to ensure any bespoke requirements have been met. Keep in mind the requirement to give “clear” days’ notice.

Items which may be dealt with at an AGM

Declaring a Final Dividend

The business of the annual general meeting may include the declaration of a final dividend of an amount not exceeding the amount recommended by the directors. Final dividends are calculated by reference to the most recent statutory statements of a company and are recommended by the directors but are declared by the shareholders at the AGM. Once a final dividend has been declared and approved by the shareholders, it is a ‘debt’ of the company owed to the shareholders.

Tip: Make sure the directors have recommended a dividend and that the dividend declared does not exceed the amount recommended.

Electing/Re-Electing Directors

Any director appointed to a company by his or her fellow directors is eligible for re-election at the AGM next following his or her appointment unless the company’s constitution provides otherwise. The directors of certain types of company, i.e. companies limited by guarantee and public limited companies, may be required to retire and to be re-elected at the AGM unless the company’s constitution provides otherwise.

Tip: Check your company’s constitution for provisions relating to director appointments to ensure that the correct process is being followed.

Dispensing with the AGM

A private company limited by shares may dispense with the requirement to hold an AGM if, before the latest date for the holding of the AGM, all members entitled to attend and vote sign a written resolution acknowledging receipt of the financial statements, resolving all matters which would have been resolved at the meeting and confirming that there is no change to the auditors of the company. Other types of companies may dispense with an AGM if they only have one member, who resolves to do so.

Tip: It may be more appropriate for private limited companies with a small number of members to be relieved of the administrative formality of convening and holding an AGM in favour of the more efficient written resolution procedure.

Conclusion

When convening an AGM, make preparations well in advance. It is important to check your company’s constitution for notice and proxy requirements, and review board appointments. Finally, ensure that not more than 15 months elapse between AGMs each year.

For more information on the preparing for and convening your company's AGM successfully, contact a member of our Corporate Governance & Compliance team.

The content of this article is provided for information purposes only and does not constitute legal or other advice.