Meetings play a pivotal role in the functioning of any organisation, serving as platforms for decision-making, discussion, and engagement. Among various types of meetings, general meetings hold significant importance, especially in the corporate world.
Defining general meeting
A general meeting is a gathering of a company’s members, often shareholders, convened to discuss and make decisions regarding significant company matters. This can include annual general meetings (AGMs) and extraordinary general meetings (EGMs).
Annual general meetings (AGMs) are held annually and involve a comprehensive review of the company’s performance, questioning of senior management, and voting on pivotal matters such as the election of directors and the appointment of auditors.
On the other hand, EGMs are unscheduled meetings called to address specific urgent issues that arise outside of the AGM, and they are more commonly referred to as “general meetings” in Australia.These gatherings are regulated by various authorities, including the Corporations Act 2001 (Cth), the company’s constitution, case law, and, for listed companies, the ASX Listing Rules.
Purpose of general meetings
General meetings typically address matters beyond daily management activities.
Key agenda items may include changes to the company’s name, status, or capital structure, alterations to the constitution, approval of director benefits, and the election or removal of directors and auditors. These meetings serve as a crucial forum for decision-making on significant corporate matters.
Requirements for a valid meeting
Ensuring the validity of general meetings involves proper convening, constitution, and conduct. Legislative requirements, as detailed in the Corporations Act 2001 (Cth), include specifications on frequency, the right to call a meeting, notice periods, and who should be notified.
- Frequency: Public companies are obligated to hold an AGM at least once a year, usually within five months after the end of the financial year.
- Who can call a meeting: Any director of a company has the authority to call a meeting. In listed companies, this power remains even if contrary to the company constitution. Directors must call a meeting if requested by members holding at least five percent of the votes.
- Notice periods: Generally, at least 21 days’ notice must be given, with longer periods for listed companies. Exceptions may apply for AGMs and other general meetings based on prior agreements among members.