MEETING

• Companies meetings is where resolutions are passed and the companies’

management, administration, directions, business are determined.
• It serves as the check and balance against the director’s power and to
ensure that their duties and responsibilities are discharged accordingly.
• The new Companies Act 2016 was drafted to simplify and facilitate the
companies’ internal decision making process guided by several principles
and objectives.

INTRODUCTION
 • Sharp v Daves [1876] :
• A coming together of more than 1 person.

• CA 2016 : recognizes a meeting of a single person

• Relevant sections : ss 9, 344, 333

What is a Meeting?
• The main objective of a company’s meeting is to pass resolution which
is pertinent to determine the company’s management, business
directions, etc.

• What is a resolution?
• Resolutions are the decision made by a person or group of persons
regulated by the CA2016 to ensure its validity and effectiveness.

Objective of a Meeting?
 MEETING

Proceedings Resolution Post-

Types Vote Meeting
Notice
Chairman

Venue

AGM EGM
Ordinary
Contents Period
Quorum Special

AGM EGM
Director
Written
Proxy

310(b)

Member

311

Court
ANNUAL GENERAL MEETING OF A
PUBLIC COMPANY
 • Only applicable to Public Company : S 340

• To be held every calendar year.

• For the purpose stated under s 340(1):

• The laying of audited financial statement and reports of directors &

auditors;
• The election of directors (for retiring);
• The appointment & fixing of fee of directors;
• Any resolution & other businesses (with notice)

Annual General Meeting of a Public Company

 When : S. 340 (2); (3); (4)
• 1st AGM : held within 18 months after the company’s incorporation.

• 2nd & subsequent AGM :

• Held every calendar year
• not later than 6 months from the end of the company’s financial
year; and
• not later than 15 months after the last AGM.
• Extension : no later than extended time granted by ROC.

• Failure to call for AGM : officers commit an offence.

Annual General Meeting of a Public Company

 Failure to call for AGM : S. 340 (5); (6) ; 314
• How? : BOD pass directors’ resolution to convene AGM  Co. Sec
prepare the meeting needs  send notices to members.

• Failure to call for AGM : officers commit an offence.

• Application to Court to call for an AGM :

• By Director / member / personal representative

• Impracticable to conduct AGM
• Examples :
• Members frustrate the attempts to hold an AGM; No quorum

Annual General Meeting of a Public Company

EXTRAORDINARY GENERAL
MEETING
AGM

• To decide recurring business

• Public companies only

EGM

• Special businesses
• Urgent / cannot be delayed until the next AGM
• Applies to both public & private companies
• BOD pass directors’ resolution  Co. Sec prepare  Send notices to
members.

• Agenda :
• Passing of a special resolution : 21 days’ notice
• No special resolution is proposed : 14 days’ notice
• Check constitution

Who may call for EGM? : (a) Director

 Section 310 (b) Section 311

S.310 (b):
• Members convene the AGM
• Any member holding at least 10% of the issued share capital (check Constitution)
• Co. without share capital : at least 5% of its members
• Require director to convene AGM
• Members give notice of the meeting to other members
• Minimum notice period :
• Special resolution : 21days (s. 292)
• Ordinary resolution : 14 days (s. 291)

Who may call for EGM? : (b) Members

 Section 310 (b) Section 311

S.311:
• Any member holding at least 10% of the paid up capital; or
• 5% of paid up capital for private company & 12 months have lapsed
since last meeting under 311; or
• 5% of total voting rights in company without share capital.
• Requisition for the convening of meeting – giving notice to directors
• Requisitioning members to give requisition notice to directors :
• Purpose of proposed meeting
• Text of proposed resolution
• Sign / authenticate notice

Who may call for EGM? : (b) Members

 Section 310 (b) Section 311
S.311:
• Directors’ duties (s.312) :
• To call for EGM within 14 days
• Meeting to be held not later than 28 days after date of notice
• Notice : text of proposed resolution unless under s. 311 (5) (a) – (d)

a) if passed, would be ineffective (inconsistency by law / constitution)

b) defamatory of any person
c) frivolous / vexatious
d) if passed, would not be in the best interest of the company.

• Notice period – s.312 (4) : special resolution – 21 days (s. 292)

Who may call for EGM? : (b) Members

 Section 310 (b) Section 311

S.311:
• Members to convene at company’s expense (s. 313) :
• If directors required under 311 but do not do under 312, requisitioning
members with at least ½ of voting rights of all requisitioning members may
call for meeting
• Meeting : convened within 3 months after receipt of requisition notice by
directors.
• Reimbursement by company out of directors’ fees & remuneration.

Who may call for EGM? : (b) Members

 S.314:
• Impracticable / Impossible
• Directors / Members / Personal Representatives
• Re El Sombrero (1958) CH 900
• 3 s/h; A & B : 5% of issued capital each and C : 90%
• A & B frustrated C’s attempts to call for a meeting (absent)
• C applied to court.
• Phuar Kong Seng v Lim Hua [2005] 2 MLJ 338
• 2 s/h; Pt : 51% shares and Dt : 49%
• Dt set up competing business.
• Pt attempted but failed to hold EGM – deadlock
• Pt applied to court.

Who may call for EGM? : (c) Court Order

Notice of Meeting
• Power to convene a meeting : S 310 – either the Board or member
• To whom that notice must be issued? : S 321 – member, director, auditor
• How to issue notice? : must be in writing : S 319 – either hard copy or
electronic form or combination of both (refer Constitution).
• Hardcopy : sent personally / post to address supplied
• Electronic form : electronic add supplied / publish on a website – co. to
notify publication of notice (meeting + date/time/place + AGM/not)
• Notice on website must be available from date of notification  conclusion
of meeting.

Notice of meeting
• Notice of meetings :

• AGM of a public company : s.316(3)  21 days (refer constitution)

unless all entitled vote agree to waive

• EGM : s.316  14 days (refer constitution) unless waive:

• Private co. : majority members with 90% voting shares may waive (consti)
• Pub. co. : majority members with 95% voting shares may waive
• Co. Ltd by guarantee : majority members with 95% voting rights may waive

• Notice of special resolution : s.322  21 days notice (s.292(1))

Notice of meeting : Period

 • All members who have right to attend & vote shall be given
notice : failing which, meeting may be held to be VOID.

• Effect of accidental omission to give notice or the non receipt

of such notice : S.316(6) – not invalidate the meeting.

Case: Musselwhite v Musselwhite [1962] Ch 964

Re West Canadian Collieries Ltd [1962] Ch 370

Notice of meeting
 • Contents of notice of meeting : S 317
• place, date, time of the meeting;
• the general nature of business of the meeting;
• text of any proposed resolution and other information required.

• Special Reso : s.292(5)  include text of reso + stipulate it

is a SR.

• S.335 : Notice of meeting must also contain statement of

rights to appoint proxy.

Notice of meeting : Contents

RESOLUTION
There are basically 2 types of resolutions:

Ordinary resolution (S 291) Special resolution (S 292)

14 days 21 days
More than 50% 75%

TYPES OF RESOLUTIONS
 • S 291(1) : passed by a simple majority.

• S 291(2) : Voting by show of hands - Regardless of the members’

shareholding.

• S 291(3) : Majority shareholders (>1/2 total voting rights)

OR is passed by way of a poll.

• S 291(4) : Constitution may allow that a matter to be passed by

OR may also be passed by special resolution.

Ordinary resolution [‘OR’) : S 291

 • S. 322

• Ordinary Resolution requiring special notice :

• Removal of director before expiration – 206(3)

• Removal of auditor at general meeting – 277 (1)
• Appointment of auditor in place of outgoing auditor – 280 (2)

• 28 days

Ordinary resolution [‘OR’) : S 291

• S 292(1) : 21 days prior notice + passed >75% of such members

• S 292(2) : Could also be passed by way of a written resolution

provided so specified.

• S 292(3) : SR by show of hands – regardless of shareholdings

• S 292(4) : Majority shareholders (>1/2 total voting rights) – SR is

passed by way of a poll.

• S 292(5) : Conditions for SR

Special Resolution (‘SR’) : S 292

 • Resolutions either ordinary or special can be passed during a
company’s meeting.

• The act outlines the ways how a resolution can be passed

depending on the type of the said company :

a) S 290(1) : Private company : by way of a written resolution or

meeting of members;
b) S 290(2) : Public company : Meeting of members
c) S 340 : Public company : Annual General Meeting (AGM)

How To Pass a Resolution

PRIVATE COMPANIES
• For private companies, the AGM is optional.

• However, CA2016 enables members holding at least 5% of paid up

capital of a private company to request the directors to hold a
physical meeting where:

• it has been more than 12 months since the holding of a meeting

which is requisitioned by members under s 311, and

• the proposed resolution is not defamatory, frivolous or vexatious, or

would not be in the company’s best interest

AGM OF PRIVATE COMPANY

• For a private company, matters which are normally considered at an
AGM will be dealt with in the following manner :

• accounts are to be circulated within six months of the financial year-end

and lodged with SSM within a month from circulation.

• auditors may be appointed first by the board, and then to be approved

by members through an ordinary resolution (simple majority).

• the retirement and election of directors can be decided by the members

by way of written resolution.

AGM OF PRIVATE COMPANY

Written Resolutions
 Only applicable to private company [s.297(1)]

• Initiated:
• by the Board; or
• any member of a private company.

• Circumstances where WR is not allowed [s.297(2)] :

• Remove a director before expiration; or
• Remove an auditor before expiration.

Passing a resolution by Written Resolutions (‘WR’) of

private company (ss 297 – 308)
• Eligibility of members [s.298(1);(2)] :

• members who is entitled to vote on the resolution on the ‘circulation date’ of the
resolution.

• any changes on member’s right to vote during the course of the day the
resolution is circulated – it shall be the persons entitled to vote on the resolution
at the time that the 1st copy of the resolution is circulated to a member for the
member’s agreement.

• S 299 : the circulation date  copies WR circulated / first circulated

Passing a resolution by Written Resolutions (‘WR’) of

private company (ss 297 – 308)
 • Mode of circulation a WR [s.300] : (1) hardcopy / (2) electronic form

• Circulation of WR proposed by the directors [301] : circulate copies at

the same time, practicable

• Circulation of WR proposed by members [302]:

• CA 2016 allows any member of a private company who holds total
voting rights of at least 5% or lesser as specified by the constitution to
require the company to circulate a WR.

Passing a resolution by Written Resolutions (‘WR’) of

private company (ss 297 – 308)
 • Upon receipt of such request, the company is required to circulate the
WR; unless if it falls under 302(2) [302(4) & 303]
• Mode of WR by members [302(5)] :
• hardcopy / electronic form
• state reso
• accompanying statement
• signed / authenticate

Passing a resolution by Written Resolutions (‘WR’) of

private company (ss 297 – 308)
 S.305:
• The company or the person who may be aggrieved by the proposed
member’s WR may apply to the court for an order not to circulate the
proposed WR.
• The court have power to order the member who requested the
circulation of the proposed WR to the cost of such application.

Passing a resolution by Written Resolutions (‘WR’) of

private company (ss 297 – 308)
 Failure to Circulate - S.303 :
• If the company fails to circulate the WR, the member so requested may
do so.
• Any reasonable cost shall be reimbursed by the company.

Signifying agreement - S.306 :

• Authenticated doc : identify reso + indicate agreement
• Effect of signifying is irrevocable.
• WR is passed once it reaches the required majority who signify the
agreement.

Passing a resolution by Written Resolutions (‘WR’) of

private company (ss 297 – 308)
 How long is the period given to signify a WR?
• S 307 – if it is moved by members;
• 28 days from the circulation date or any other period as
specified in the constitution.

Passing a resolution by Written Resolutions (‘WR’) of

private company (ss 297 – 308)
Proceedings
• Venue & Usage of technologies : S 327
• Simultaneous meeting to be convened at more than 1 venue using technology or
method that allows the members to participate, speak and vote at the meeting.
• Main venue must be in Malaysia and the chairperson must be at the main venue.

• Quorum at the meeting : S 328

• Sole company member, 1 member personally present constitute a valid quorum.
• More than 1 member company, subject to constitution, 2 or more member or proxy
shall be a quorum.
• Quorum required at commencement but if quorum is only 2, must be maintained
throughout.
• Should be adjourned if number falls below quorum.

During the Meeting

• Refers to a person appointed to attend a company’s meeting on
behalf of another member.
• Appointment of proxy : S.334
• Who qualifies to become proxy? :
• Previous qualification of becoming a proxy has now been done away
with under the new CA 2016. Now, any member can appoint anyone
to become his proxy at a company’s meeting.
• The most important is for the member who wishes to appoint a
proxy to comply with the appointment procedure under S 334(3).

Proxy : ss. 334 - 338

• There is also no maximum number of proxy that can be appointed by
a member.
• If a member appoints more than 1 proxy, Ss 394(2)(b) and 334(2)
state the requirement for the member to specify the proportionate
number of shareholding intended to be represented by each proxy.
• Power of proxy : S 334(1) – attend, participate, speak & vote.
• Right of proxy to vote:
• S 294(1) : by show of hands – if he is the only proxy appointed by the
shareholder.
• S 294(2) : By poll – if more than 1 proxy is appointed by such member.

Proxy
• Whether the member who appointed the proxy can still attend the meeting &
vote?
• The act is silent.
• Cases: Cousins v International Brick Co Ltd [1931] All ER 229
Ansett v Butter Air Transport Co. (No. 2) (1958) 75 WN

• Whether an appointed proxy can be terminated? : S 338(4)

Proxy
• Chairman of the board shall be the chairperson (subject to constitution)

• If the chairman not present with 15 minutes/unwilling to act, other

member present will elect other member to chair the meeting.

• S 336 – even a proxy can be a chairman of a meeting.

Chairman : S 329
Vote
 Every member is entitled to vote except :

• Member has not paid all calls or other sums payable in respect
of his shares;

• Members with no voting rights  s. 90(2) & (3)

• Company’s constitution suspend the rights of preference s/h to

vote  s. 90(4)

Voting
• S 330(1) : Unless otherwise demanded; a resolution is passed by
counting on show of hands during a meeting.

• S 293(1)(a)(ii) : In a company with share capital, each member shall

have 1 vote on show of hands.

• A proxy is also entitled to vote on show of hands provided that he is

the only proxy appointed by such member.

Voting :
a.Vote by show of hands
 • S 293(1)(a)(iii)
• 1 share = 1 vote
• Vote on poll can be demanded at any time
• S 330(1), S 331(b) & S 337
• demanded by 5 members present who have voting power; or
• Members with at least 10% of voting power present; or
• Members with at least 10% of paid-up shares present

Voting :
b.Vote on poll
POST MEETING
 • S 341(1) : A company must keep records - all resolutions of members
passed otherwise than at a meeting of members, minutes of all
meetings of members and details of any decision made otherwise
than by way of a written resolution provided to the company with a
sole member.

• How long to keep the records? : S 341(2)

• Records as evidence of resolutions : S 343
• Details of decisions provided by sole member : S 344

After the meeting

• Musselwhite v Musslewhite [1962]
• Re West Canadian Colleries Ltd [1962]
• First Nominee (Pte) Ltd v New Kok Ann Realty S/B [1983]
• Cousins v International Brick Co Ltd [1931]
• Ansett Butter Air transport Co [1958]
• Tuan Hj Ishak b Ismail v Leong Hup Holdings Bhd [1996]

OTHER CASES ON MEETINGS

• One of the aims of the Companies Act 2016 is to strengthen shareholders’
rights.

• Followings are the members’ rights enshrined under new CA 2016:

a) Written resolution procedure for private companies
b) Easier amendment to the constitution
c) Easier convening of a shareholders’ meeting
d) Directors’ fees and benefits payable, and service contracts
e) Shareholders’ right to management review
f) The demise of the common law derivative action

RIGHTS OF MEMBERS
 syaidatul.adzmi@mmu.edu.my

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