Shareholder Agenda for AGM in Singapore
Can a Shareholder Add an Agenda for AGM
The ability of a shareholder to add an agenda item for an Annual General Meeting (AGM) in Singapore depends on the company's constitution.
If the company's constitution allows it:
Shareholders can typically propose agenda items by submitting a written request to the company secretary a specified number of days before the AGM. The request should include the proposed agenda item and the reasons for its inclusion.
If the company's constitution does not allow it:
The agenda for the AGM is typically set by the board of directors. However, shareholders may still be able to raise matters at the AGM during the general business section.
Additional considerations:
The company's constitution may also specify the quorum required for a shareholder to propose an agenda item.
Even if a shareholder is able to add an agenda item, the board of directors may still have the discretion to decide whether or not to include it on the final agenda.
It is important to consult the company's constitution and the relevant Singapore laws to determine the specific procedures for proposing agenda items for an AGM.
Sample Company's Constitution that Allows a Shareholder to Add an Agenda Item
The Companies Act 2017 (Singapore) requires that every company incorporated in Singapore have a constitution. The constitution is a document that sets out the rules by which the company is governed. It can be customized to meet the specific needs of the company and its shareholders.
The constitution can include provisions that allow shareholders to add agenda items for an AGM. These provisions can be drafted in a variety of ways, but they should generally include the following:
A statement that shareholders have the right to add agenda items to the AGM.
The procedure for adding agenda items, including the deadline for submitting proposals and the number of signatures required to support a proposal.
The criteria that must be met for an agenda item to be considered for inclusion on the AGM agenda.
Here is a sample provision that could be included in a company's constitution to allow shareholders to add agenda items for an AGM:
Agenda Items for Annual General Meeting
Shareholders may propose agenda items for the Annual General Meeting by submitting a written request to the Company Secretary at least [number] days before the date of the Annual General Meeting.
The request must be signed by at least [number] shareholders, representing at least [percentage] of the total voting power of the Company.
The agenda item must be relevant to the business of the Company and must not be frivolous, vexatious, or otherwise inappropriate.
The Company Secretary will review the request and determine whether the agenda item is eligible for inclusion on the Annual General Meeting agenda.
If the Company Secretary determines that the agenda item is eligible, it will be included on the agenda for the Annual General Meeting.
If the Company Secretary determines that the agenda item is not eligible, the Company Secretary will notify the shareholders who submitted the request of the decision and the reasons for it.
This is just a sample provision, and the specific terms of the provision can be varied to meet the needs of the company and its shareholders.
It is important to note that the Companies Act 2017 also sets out certain requirements for AGMs. For example, the Act requires that AGMs be held at least once a year and that shareholders be given at least [number] days' notice of the meeting.
Subject: Proposed Agenda Item for the Annual General Meeting
Dear [Company Secretary's Name],
I, [Your Name], a shareholder of [Company Name] with [Number of Shares] shares, hereby request the inclusion of the following item on the agenda for the upcoming Annual General Meeting (AGM):
Proposed Agenda Item:
[Clearly state the proposed agenda item]
Reason for Inclusion:
[Provide a detailed explanation of why you believe this item is important and relevant to the company's shareholders. You may want to address the potential benefits or concerns associated with the proposed action.]
I believe that this matter is of significant interest to the shareholders and deserves to be discussed and voted on at the AGM.
Thank you for your consideration of this request.
Sincerely,
[Your Name]
[Your Contact Information]
[Date]
What can Shareholders Ask at an AGM
Shareholders can ask a wide range of questions at an AGM. These questions can cover topics such as:
Company performance: Shareholders may inquire about the company's financial performance, including its revenue, profits, and dividends.
Future plans: Shareholders can ask about the company's strategic direction, growth plans, and investment strategies.
Board and management: Shareholders may question the board of directors and management about their performance, remuneration, and decision-making processes.
Corporate governance: Shareholders can inquire about the company's corporate governance practices, including its policies on executive compensation, related-party transactions, and risk management.
Social and environmental responsibility: Shareholders may ask about the company's environmental impact, social responsibility initiatives, and sustainability goals.
Specific issues: Shareholders can also raise questions about particular concerns or issues that they have observed or heard about.
However, it's important to note that:
Questions should be relevant and appropriate. Avoid asking questions that are offensive, irrelevant, or that violate company confidentiality.
Questions may be subject to certain restrictions. The company's constitution or the rules governing AGMs may place limitations on the types of questions that can be asked.
Questions may be deferred. The chair of the AGM may decide to defer a question if it is deemed inappropriate or if it requires further investigation.
If you have specific questions about what you can ask at an AGM, it's recommended to consult the company's constitution or the relevant Singapore laws.
What are the Agenda to be Discussed in AGM
The agenda for an Annual General Meeting (AGM) can vary depending on the specific company and its circumstances. However, there are some common topics that are typically discussed:
Financial Reports:
Presentation of the company's audited financial statements for the previous year.
Discussion of the company's financial performance, including revenue, profits, and dividends.
Directors' Report:
Review of the directors' activities and performance during the past year.
Discussion of the company's future plans and strategies.
Appointment of Directors:
Election or re-election of directors to the board.
Consideration of any proposed changes to the board's composition.
Remuneration of Directors:
Approval of the directors' remuneration packages.
Discussion of any changes to the company's remuneration policies.
Audit and Auditor's Remuneration:
Appointment of the company's auditor.
Approval of the auditor's remuneration.
Dividends:
Declaration of a dividend, if appropriate.
Discussion of the company's dividend policy.
General Business:
Consideration of any other matters that may be brought before the AGM.
The specific agenda items may vary depending on the company's constitution, the requirements of the relevant laws, and any special resolutions that need to be passed.
It's important to consult the company's notice of AGM for the exact agenda items and the procedures for proposing new items.
Who Sets the Agenda for an AGM
Typically, the board of directors sets the agenda for an Annual General Meeting (AGM). They determine the topics to be discussed and the order in which they will be addressed.
However, in some cases, shareholders may have the right to propose agenda items, especially if the company's constitution allows for it. If a shareholder submits a request to include an item on the agenda, the board may consider it and decide whether or not to include it.
It's important to consult the company's constitution or the relevant laws to determine the specific procedures for setting the agenda for an AGM.
How Bestar can Help
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