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12/01/22
Written By - Orla Kelly
What is an AGM (Annual General Meeting)?
The Annual General Meeting (AGM) is one of the most important calendar events for your Irish Company. It can be used to effectively communicate and engage key stakeholders in the business.
Every year it is mandatory to hold an AGM for an Irish Company. The AGM cannot be held more than 15 months after the last one was held. The first AGM must be held within the first 18 months of formation. Chapter 6 Part 4 of the Companies Act 2014 deals with AGM’s for Irish registered companies.
An AGM is generally chaired by the chairperson who may or may not be the Director of an Irish Company.
What is the importance of an AGM (Annual General Meeting)?
The key criteria for conducting an AGM is to allow the stakeholders to ask questions, meet the directors, and approve the accounts.
Some of the main agendas of the AGM include:
- Declaring dividends and appointing auditors
- Review of the Company’s affairs and financial statements
- Discussing vacancies on the board of directors
- Performance of the Company and future health check
- Approval of Director’s remuneration
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Top tips to plan a successful AGM?
Before conducting a successful AGM, you need to familiarize yourself with the industry-specific AGM requirements policy underlined in Companies Act 2014 or you can also consult our experts who guide you through the right AGM measures. It is advisable to start planning as early as possible for conducting a successful AGM.
It is advised that the members/stakeholders in the company must be given 21 days of notice prior to the start of the AGM, referring to all the key details like venue, date, time, location, and specific agenda or minutes for the meeting by hand or post.
Some of the top tips to organize a successful AGM are:
- Make sure the AGM date is reasonable. There is no point in scheduling an AGM when you know members are likely not to be available. Have consideration for other schedules and accessibility.
- Book a venue, date, time, and ensure all suitable facilities are well arranged including refreshments, accommodation, etc.
- Send out the Notice to every member of the company and all other persons entitled to receive notice. The Company Secretary would normally issue the Notice.
- Your AGM notice should specify the general nature of the business to be transacted, any proposed action or resolution, and the inclusion of the name of the member attending the AGM as a proxy to vote and speak on behalf of the absent one.
- If you are thinking of using Wi-Fi or internet connections to call stakeholders via their computer, you need to ensure the connection and accessibility to the strong bandwidth is ensured for all the members attending the AGM.
- If you are unable to attend an AGM and you need to appoint a proxy, make sure it is someone you trust to make decisions.
- A proxy form needs to be completed and sent along with the AGM notice to the shareholders.
- Make sure you are sticking to the agenda of the meeting and do not fade away with other unnecessary discussions that do not fulfill the objectives of the AGM.
- A copy of the financial statements, the director’s report, and the statutory Auditors report (where applicable) must be sent to every member of the Company and all other persons entitled to receive the financial statements.
You should always welcome people or members at the door and get people to sign in as they turn up to the AGM. The minutes of the meeting are generally captured by the company secretary at the AGM. Members of the company, such as other Directors or Company Secretary, have the right to look at the minutes of the meeting and request a copy for their records.
How to plan your AGM during a pandemic (COVID-19)?
Irish companies must provide the minimum notice period (21 days) to the stakeholders prior to the AGM. Certainly, there has been a huge difference in the way AGM is being conducted across various companies now. Some of the important things to consider are:
- Avoid sending notices from affected areas that require “at-risk” physical handling for delivery. The AGM notice should include the company’s response to Covid-19 with regards to the AGM as well as the HSE leaflet along with it.
- The proxy or remote meeting (video conferencing) should be encouraged and ensure this is communicated clearly via the notice issued. Given the rapidly evolving nature of the situation, the notice should also set out how the company will communicate further updates.
- The shareholders may grant proxies to a small number of persons like Directors who can vote on their behalf at the meeting. The appointment of proxies should minimize the number of persons physically in attendance at the meeting.
- If video conferencing is not possible, shareholders can monitor the meeting progress by live streaming online.
- Single-member companies and private limited companies may decide to dispense withholding a “physical” AGM by signing a written resolution, while the Covid-19 pandemic continues.
- As there is still great uncertainty as to how long the Covid-19 crisis will last, companies should continue to monitor the situation closely with a view to adopting policies and procedures to allow the AGM to take place rather than to adjourn it.
- The Companies Act 2014 facilitates the participation of directors in meetings by telephone, video, or other electronic means.
- Companies should also be cognizant of their tax residency when convening their board meetings.
If you need help organising your AGM you can contact us using the form below:
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