LAW AND PRACTICES OF COMPANY AND BOARD
MEETINGS

By Lee Swee Seng LLB, LLM, MBA.
sweeseng@tm.net.my
©Copyright Lee Swee Seng

Meaning of 'Meeting'

• An assembly of people for a lawful purpose.
• A valid meeting is one which has been properly convened and constituted and in which there is a chairman and from which no persons who are entitled to attend are excluded.

Types of Meeting

• Statutory Meetings-eg Company Act
• Committee Meetings and sub-committee meetings.
• Informal Meetings eg dialogues
• Formal Meetings eg conventions, conferences and congresses.
• Impromptu Meeting.

Types of Company Meetings

• Board of Directors Meeting
• General Meeting
• Class Meeting
• Committee Meeting
• Statutory Meeting

Preliminaries of Meetings

• Power to convene meeting.
• Period of Notice to be sent out.
• People to whom notice is to be given.
• Place and time of meeting.
• Purpose of Meeting-Agenda.
• Proxies and Poll

Power to Convene Meeting

• Board of Directors
• Any Director may convene an EGM (Table A, article 44)
• Two or more members holding not less than 10% of the issued share capital of the co.
• members holding not less than 10% of the paid-up voting share capital of the co may call for an EGM.

Period of Notice

• Determined by Statute for Companies Meeting.
• Annual General Meeting S143(1) CA
• Not more than 15 months from last meeting
• All general meetings other than AGM shall be called Extraordinary General Meeting (EGM)

Period of Notice

• 14 days notice for AGM and EGM where ordinary resolutions need to be passed.
• 21 days notice for AGM and EGM where special resolutions need to be passed.
• 28 days notice for AGM and EGM where ordinary resolutions requiring special notice need to be passed.

Service of Notice

• Service is on every member who has a right to attend and vote at meeting.
• Deeming clause service of notice. Table A, Article 108
• '..service of notice shall be deemed to be effected by….posting the letter containing the notice…'
• Place of service-last known address.

Contents of Notice

• Name and co number of Company.
• Type of Meeting.
• Date, day and time of Meeting.
• Place of Meeting.
• The business of the meeting as set out in the agenda.
• Date of the Notice.
• Signature and name of Convenor
• Notes to the Notice on Proxy.

Place of Meeting

• The CA states that it should be held in the state where the registered office is situated S145A CA.
• However, meeting is not null and void if not so held.
• But company will be liable to a fine.

Purpose of Meeting-Agenda

• At AGM the following must be done:
• Tabling of accounts S.169(1) CA
• Appointment of Auditors S.172(2) CA
• Appointment/Reappointment of Directors S.129 CA
• General Approval for the issue of shares S.132D CA

People Present - Quorum

• Quorum is defined as the minimum number of members who must be present at a meeting before business can be legally transacted.
• Article 47, Table A-Two members present in person or by proxy shall be a quorum for a general meeting.
• S.147(1) CA Two members shall constitute quorum.

Quorum for Directors Meeting

• Article 83, Table A - The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be two.
• However under new KLSE Listing Requirement, a Director who is absent for more than 50% of the Meetings will be disqualified as a Director.

Proxies

• Section 149 Co Act
• If a proxy is not a member of the company then the proxy has to be An advocate & solicitor or an approved co auditor
• A member shall not be entitled to appoint more than 2 proxies to attend and vote at the same meeting

Poll

• Article 51 The following can call for a poll:
• Chairman
• At least 3 members present
• Any member/s representing not less than one-tenth of the total voting rights

Postponement of Meeting

• Postponement means that the commencement of a meeting is itself deferred.
• Adjournment of a meeting means the suspension of the entire proceeding and assumes that the proceeding has once commenced.

When Quorum is not present

• Article 48 Table A CA "…if within half an hour from the time appointed for the meeting…it shall stand adjourned to the same day in the next week at the same time and place or to such other day at such other time and place as the directors may determine."

Power of Court to order Meeting

• Where it is impracticable
• Where there is only one member present in person or by proxy
• Where affairs of the company would be paralysed
• Where statutory duties have to be discharged

Power of Court to Cure Irregularities in Proceedings

• Substantial injustice must not have been caused
• Covers defect, irregularity or deficiency of notice or time

Power of Chairman

• The Chairman has the duty to
• preserve order
• ensure that meeting is properly convened and conducted-notice of meeting and quorum
• ascertaining the sense of the meeting-putting relevant question to vote, causing a poll to be taken when duly demanded and declaring result of poll.

Power of the Chairman

• Confining discussion within the scope of the meeting and reasonable time
• Deciding point of order and incidental questions raised at the meeting
• Putting relevant question to the meeting and taking a vote thereon
• Normally chairman has a casting vote
• Declaring meeting closed when its business is completed.

Malaysian Code of Corporate Governance on AGM

• The Chairman should :
• provide reasonable time for discussion at the meeting.
• Not attempt to limit discussion of genuine questions.
• Undertake to provide the questioner with a written answer to any significant question that cannot be answered on the spot.

Corporate Governance and the Chairman

• Chaiman's role in sifting the genuine questions from the vexatious ones is crucial.
• Companies should count all proxies lodged with them in advance of the meeting, and without a poll being demanded, resolution once it has been dealt with by a meeting on a show of hands.

Summary of Discussion at AGM

• Companies should provide Shareholders upon request, with a summary of the discussion at the AGM.
• Companies should prepare a resume of discussion to be sent to shareholders upon request as a matter of best practice.

Motion

• It is a proposal put forward at a meeting for discussion before it is duly passed.
• It is moved by a 'proposer' and generally a 'seconder' is required.
• It should be in definite terms and free from ambiguity.

Resolution

• It is a motion that has been accepted or voted and agreed by the necessary majority.
• An ordinary resolution is passed by a simple majority.
• A special resolution is passed by not less than three-fourths of such members as being entitled to vote.

Practical Pointers

• Calling Meeting to Order.
• Welcome those present.
• Encouraging participation.
• Adoption of Agenda.
• Approval of minutes.
Order of the Day.
• Question/Point of Privilege.

Practical Pointers

• Point of Information.
• Point of Order.
• Lay on the Table.
• Take from the Table.
• Appeal from Chairman's decision

Principles of Parliamentary Procedure

• Only one subject may claim the attention of the assembly at one time.
• Each proposition presented for consideration is entitled to a full and free debate.
• Every member has rights equal to every other member.

Principles of Parliamentary Procedure

• The will of the majority must be carried out, and the rights of the minority must be preserved.
• Though the majority may have their way, the minority must be given their say.