9 - Company Meetings & Decisions

• A public company must pass resolutions at a meeting. A private company can pass resolutions at a meeting or via written resolutions.
• Ordinary resolutions require a simple majority to pass. Special resolutions require a majority of 75% to pass.
• The following have the power to call general meetings:

  1.        The Directors

  2.        Members representing 5% of paid up share capital

  3.        The Court
• Notice of a general meeting should be sent to every member, every director and the auditor of the company.
• The general rule is that 14 clear days notice is required for a meeting. For the AGM of a public company, this is 21 clear days. Traded companies also require 21 clear days, subject to.
• The following persons may demand a poll, in accordance with model articles:

  ·        The Chair

  ·        The Directors

  ·        Two or more persons having the right to vote on the resolution

  ·        Person(s) representing not less that one tenth of the voting rights of all shareholders having the right to vote on the resolution
• For Proxies attending meetings of traded companies, the appointment of the proxy must be in writing.
• A private company does not need to hold an AGM, but it can do so. A private traded company is required to hold an AGM.
• A public company must hold an AGM every year within six months of the day following its accounting reference day. This is increased to nine months for a traded company.
• The Chair has the power to adjourn a meeting.