Running a general meeting, including an annual general meeting, can take a lot of work and preparation but, for most people it is something they only do infrequently. In this guide, our experts share their experiences to offer some tips for Chairs and company secretaries on how to run an annual general meeting or general meeting.
We have focused on UK listed companies and AGMs as these are generally the most involved types of general meeting; however, a lot of the advice would still be applicable to an unlisted company, a charity or a membership association and other general meetings.
Note: As a result of the Covid pandemic, virtual and hybrid meetings are now much more common and this adds even greater complexity to running a general meeting. We have published some guidance if you are amending your articles to allow virtual general meetings. We will also soon be publishing a guide to some key considerations when hosting a virtual or hybrid general meeting. In the meantime the Chartered Governance Institute have published their advice.
Although there are several sources online covering the basics of general meetings, our company secretaries pointed out that some of it is now out of date. For clarity, here is the latest position:
The company’s articles should set out who will be the Chair of the AGM/GM. Usually, if the directors have previously appointed a Chair, that person would Chair general meetings. In our experience 9 times out of 10 this is the case. If the Chair of the board is not present, then normally one of the other directors would be entitled to chair the AGM/GM. If no directors are present (which is rarely the case), the appointment of the Chair is the first business of the meeting. The Chair normally must be a member/shareholder of the Company (or their representative).
It is the responsibility of the Chair to ensure the AGM/GM is conducted efficiently, effectively and in accordance with the company’s articles. In large organisations it will typically fall to the company secretary to prepare the chair for how to run the AGM. When we’ve provided company secretarial services for organisations, we would usually brief the Chair on:
1. Their duties by UK law but also under the company’s articles.
2. Guidance on proceedings, including how questions will be taken.
3. Instructions on how voting takes place.
4. Adjournment of meetings.
Typically, points 2-4 can be covered off for the Chair in a Chair’s script, which would also include opening and closing statements. Votes cast in advance via proxy would normally be included in the script as well. The Chair would then deliver this at the AGM/GM ensuring that shareholders are adequately informed on how to participate.
If the Chair is accountable for the smooth running of the meeting, we would usually say the company secretary is responsible for making it happen. As well as developing the Chair’s script, typically, the organisation of the general meeting falls to the company secretary. Here’s some advice on how to run an AGM:
As with all forms of events, failing to plan is planning to fail. We would typically consider the following areas.
It’s useful to consider the event from the viewpoint of the attendees rather than the organisation.
General meetings are the stakeholder’s opportunity to hold the board to account. Answering questions should be an important area of focus.
General meetings and AGMs can differ greatly depending on the context of the event or the type of organisation. The above are some practical things to consider on how to run an AGM or general meeting. Elemental has an in-house team of chartered secretaries, governance professionals and lawyers who have helped Chairs and company secretaries of FTSE companies, AIM companies and organisations in the not-for-profit sector, to provide support their general meetings and AGMs. To discuss your individual requirements and how we may be able to help please get in touch with a member of the team. To find out more about our other company secretarial services visit our services page.
Elemental CoSec is a proud member of the government’s UK Advisory Network and recognised as a specialist in assisting businesses setting up in the UK.
Our specialists would be happy to discuss your specific requirements and please do get in touch with us.
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