The Annual General Meeting (AGM) is one of the most important events for a Company and can be used to effectively communicate and engage key stakeholders in the business. Irish Companies must hold an AGM each year. No more than 15 months may elapse between the date of one AGM the next.
To deliver a successful AGM start planning as early as possible. Review your Constitution to check the regulations about your AGM. For example
- How much notice are you required to give for the meeting?
- Who receives notice of the meeting?
- How many people have to be present at the meeting to have a quorum?
- Are Directors required to retire by rotation?
Decide On A Venue, Date And Time
- Set a date and time for the AGM.
- Book a venue. Check whether the venue is accessible to all your members – e.g. could a wheelchair user attend the meeting?
- Ensure that the venue will be big enough to accommodate those attending.
- Ensure there are suitable facilities for presentation equipment etc.
- Decide what refreshments you want to provide and arrange.
Notice Of The Meeting
- 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.
- A copy of the financial statements, the directors 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. There is a provision in the Companies Act 2014 for the publication of the documents on the company website where the person to receive the documents has so agreed.
- The Notice of an AGM must specify:
- The place, date and time of the meeting;
- The general nature of the business to be transacted;
- The text of any proposed special resolution; and
- A statement that a member entitled to attend and vote at the AGM may appoint a proxy to attend, speak and vote instead of that member, that the proxy need not be a member and the time by which the proxy must be received by the Company.
If the meeting is to be convened at short notice, the agreement of all shareholders entitled to attend and vote at the meeting and the auditors of the company will be required.
The Business Of The AGM
Certain agenda items must be included in the business of the AGM, as follows:
- Consideration of the Directors’ Report and the Financial Statements.
- Review of the Company’s affairs.
- Approval of any final dividend recommended by the Directors.
- Re-election of the directors appointed during the year (unless the Constitution provides otherwise)
- Approval of the directors’ remuneration (where the Constitution so provides).
- Authorise the directors to fix the remuneration of the auditors (unless the Constitution provides otherwise)
- Re-appoint the retiring statutory auditors (where applicable).
- Discuss any other business which may be raised at an Annual General Meeting.
At The AGM
Have someone welcoming people at the door and get people to sign in as they turn up to the AGM.
Certain items must be available for inspection at the AGM, including the Register of Interests and the Register of Directors interests in contracts.
The Company Secretary should take the Minutes of any decisions made at the AGM. It is very important to have a clear record of the AGM.