Annual General Meeting
An annual general meeting (AGM) is a yearly meeting of a company's shareholders. It is a legal requirement for all companies limited by shares in Singapore. The AGM is usually held within six months of the company's financial year end.
The AGM is an opportunity for shareholders to meet the board of directors and vote on important company matters, such as the appointment of directors, the approval of financial statements, and the declaration of dividends. Shareholders can also ask questions of the board of directors at the AGM.
The AGM must be held at a place in Singapore that is convenient for shareholders to attend. The notice of the AGM must be sent to all shareholders at least 21 days before the meeting. The notice must include the date, time, and place of the meeting, as well as the agenda for the meeting.
Shareholders can attend the AGM in person or by proxy. A proxy is a person who is authorized to vote on behalf of a shareholder. Shareholders can appoint a proxy by completing a proxy form and sending it to the company before the AGM.
The AGM is an important event for shareholders. It is their chance to have their say in the running of the company and to hold the board of directors accountable.
Here are some of the things that are usually discussed at an AGM:
Approval of the company's annual report and financial statements
Election of directors
Appointment of auditors
Declaration of dividends
Matters arising
The AGM is also an opportunity for shareholders to ask questions of the board of directors. This is a chance for shareholders to get answers about the company's performance and to raise any concerns they may have.
If you are a shareholder, it is important to attend the AGM or to appoint a proxy to vote on your behalf. This is your chance to have your say in the running of the company.
Holding Annual General Meetings
An AGM is a mandatory annual meeting of shareholders. The directors of the company must lay before the company at its annual general meeting the financial statements. At the AGM, the director of your company will lay its financial statements (also known as "accounts") before the shareholders (also known as "members") so that they can raise any queries regarding the financial position of the company.
What is an AGM
An annual general meeting (AGM) is a way for your company to present its financial statements (accounts) to shareholders (members). Shareholders can then ask questions about the health of your business. An AGM is therefore an important opportunity to address their concerns.
Every company in Singapore must hold an AGM after the end of each financial year.
The date of your company’s AGM is declared to ACRA when filing your company’s Annual Return on BizFile+.
Similarly, if your company is exempted from holding an AGM or has dispensed with the holding of AGM, you would need to submit the details when filing your company’s annual return.
The Process of an AGM
During an AGM, the company presents its financial statements to members, and answers any queries on the business.
AGMs are conducted under the direction of the chairman of the meeting, who is usually the chairman of the board of directors. If your company’s constitution does not specify a chairman to regulate the meeting, any member can be elected by the members present at the AGM to fulfil the role.
The company secretary – or an appointed secretarial service – is required to prepare any necessary documentation for the AGM (e.g. the company Constitution).
Please note the following when conducting your AGM.
1. Other than ordinary business, the meeting should only deal with resolutions for which notice has been given.
Ordinary business is defined in your company’s Articles, and may include subjects such as:
- Dividend pay-outs
- Appointment of directors/auditors
- Remuneration for senior executives and directors
- Consideration of accounts and balance sheets
Subjects other than these may be considered special business.
Any resolutions at the meeting, other than ordinary business, should have been mentioned in the Notice of the AGM.
If you vote on a topic that was not mentioned in the notice, the resolution may not be legally valid. This is because a member with voting rights may be absent during the meeting, and have no knowledge of the matter.
Note that members also have the right to propose resolutions for the meeting. However, they must bear the expense of circulating such resolutions.
2. Make sure you meet the quorum
The quorum is the minimum number of members who must attend the AGM, for it to be considered valid.
If the quorum is not specifically stated in your company’s constitution, the minimum number is 2 members (or their proxies).
3. Ensure proxies are properly appointed.
A proxy can attend and vote on behalf of a member at the AGM. The proxy does not need to be a member of your company.
The procedure for appointment of a proxy should be in your company’s Constitution; the procedure may be applicable for all meetings, or only for the current meeting.
Ensure that the procedures have been followed by members using proxies.
4. Ensure the proper laying of accounts.
Directors are responsible for presenting documents such as:
- Financial statements
- Balance sheets
- Director’s report
- Auditor’s report (if applicable)
These materials should also be sent with the notice of the AGM, not less than 14 days prior to the meeting. This will allow members to prepare questions for the directors.
5. Ensure proper voting on various resolutions.
Your company’s Constitution covers the voting rights of members, as well as the procedures for voting.
Usually, all members have the right to vote, barring exceptional circumstances (e.g. a member who has not paid up for shares issued to them, when notified by the company, may be denied the right the vote).
Voting is done by a show of hands or a poll; but note that proxies are usually not allowed to vote by a show of hands, unless the company’s Constitution allows this.
6. Closing your AGM
The minutes of the AGM must be recorded in writing, and signed by the company chairman. The company must then lodge its annual return with the Registrar after its annual general meeting.
Sending Notice of the AGM
When convening an AGM, you must send a written Notice of the AGM to all members. This includes:
- The estates of any deceased members
- The Official Assignee (OA) overseeing any bankrupt members’ affairs
- The current auditor of the company
- Any other persons specified in the company’s Articles
The minimum notice period is 14 days, though the Constitution may provide for a longer period of notice. The notice period can also be shortened, with the agreement of all the members entitled to attend and vote.
Details to include in the notice
Date, time, and venue of the AGM
Details of any resolutions to be passed
Notice of a member’s right to appoint a proxy (for members who cannot attend in person)
Ordinary business to be transacted
Copies of the financial statements, balance sheet, and director’s or auditor’s report
Serving the notice to members
Notices may be served personally, by post, by e-mail and other forms of electronic communications, or by any other means permitted by the Constitution.
Special notice
A special notice is required under certain circumstances, such as the removal of directors or auditors. Such a notice must be served to members at least 28 days before the date of the meeting.
How Bestar can Help
Bestar is a corporate secretarial firm in Singapore that can help companies with their annual general meetings (AGMs). They offer a comprehensive range of services, including:
Preparing and issuing the notice of AGM
Preparing the agenda for the AGM
Managing the voting process
Conveying the results of the AGM to shareholders
Providing secretarial support on the day of the AGM
Bestar has a team of experienced professionals who are familiar with the Singapore Companies Act and the regulations governing AGMs. They can help companies ensure that their AGMs are conducted in accordance with the law and that all shareholders' rights are protected.
Here are some of the specific ways Bestar can help with AGMs in Singapore:
Prepare and issue the notice of AGM: Bestar can help companies prepare and issue the notice of AGM in accordance with the requirements of the Singapore Companies Act. The notice of AGM must include the date, time, and place of the meeting, as well as the agenda for the meeting.
Prepare the agenda for the AGM: Bestar can help companies prepare the agenda for the AGM by identifying the important matters that need to be discussed and voted on. They can also help companies ensure that the agenda is comprehensive and covers all of the relevant issues.
Manage the voting process: Bestar can help companies manage the voting process at the AGM. They can help companies set up the voting booths, count the votes, and announce the results of the voting.
Convey the results of the AGM to shareholders: Bestar can help companies convey the results of the AGM to shareholders. They can send out a letter to shareholders informing them of the results of the voting and any other decisions that were made at the meeting.
Provide secretarial support on the day of the AGM: Bestar can provide secretarial support on the day of the AGM. This includes things like checking in shareholders, distributing voting materials, and answering questions from shareholders.
If you are a company in Singapore that is planning an AGM, Bestar can help you make sure that the meeting is conducted smoothly and efficiently. They have the experience and expertise to help you comply with all of the relevant laws and regulations, and they can provide you with the support you need to ensure that your shareholders are happy with the outcome of the meeting.
Here are some additional benefits of using Bestar for your AGM:
Peace of mind: You can be confident that your AGM will be conducted smoothly and efficiently, with no legal or regulatory issues.
Cost-effectiveness: Bestar offers competitive rates for their services.
Convenience: Bestar can take care of all of the AGM logistics, so you can focus on other things.
If you are interested in using Bestar for your AGM, you can contact them for a quote.
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