*Hierarchy of company meetings*

Godknows Hofisi

There are different types of meetings held by or in a company from time to time. These meetings are
explained below.

Shareholders meetings

Shareholders or owners of a company meet through either Annual General Meetings (“AGMs”) or
Extraordinary General Meetings (“EGMs”). During these meetings shareholders make decisions that
affect the company. Usually the board of directors accounts to and makes proposals and the
shareholders approve or reject the proposals.

Section 167 of the Company and Business Entities Act (Chapter 24:31), (“the COBE Act”) or “the Act”
provides for AGMs which should be held once in every 12 months. According to section 167(5) of the Act
the following business is to be transacted at a company’s AGM:

l Electing board members who are elected at that time,

l Setting or approving compensation (emoluments, salaries) to directors,

l Reviewing the report on the board’s role and responsibilities,

l Considering audited financial statements and the auditors’ report,

l Appointment of external auditors,

l Reviewing the board’s recommendations and actions authorising any distributions or relating to
issuance of bonds or other borrowings by the company.

Section 168 of the COBE Act provides for the convening of an EGM. This meeting usually deals with
urgent issues requiring shareholder decision making and are usually urgent such that they cannot wait
for an AGM.

Directors meetings

main board

These are common in that directors of a company meet as a board to make decisions collegially. Usually
management accounts to and makes proposals to the board seeking approvals from the board.
The directors are appointed by the shareholders. The board is expected to play an oversight role over
the company especially over policies, strategies, governance, and other issues. The majority of directors
are usually non — executive (not employees of the company) and the minority are executive directors
(employees of the company such as chief executive officer, managing director, chief operating officer,
finance director, operations director). Board meetings are held at least once every quarter (3 months).

Board committees

Depending on size and other considerations the board of directors may have sub committees of the
board made up of directors and chaired by a non- executive director. These sub-committees have
specific terms of reference and the board normally delegates issues and requires the sub-committee to
look at certain issues in detail and then make recommendations to the main board.

Such committees may include audit committee, finance committee, risk committee, technical
committee, operations committee, assets and liabilities committee, human resource committee, etc.
They take various forms.

Management meetings

These take different forms depending on the size and structure of the company. A company can hold
senior or executive management meetings made up of senior management or executives of the
company and the meetings are usually chaired by the head of the company i.e. chief executive,
managing director or general manager. These meetings can be held every week, fortnight or month and
deal with high level issues such as operationalising board decisions, coming up with policy and strategy
proposals to the board.

Below the executive management meeting can be a management meeting attended by all managerial
employees and chaired by the head of the company. These can be held every month for example.

Departmental meetings

Departmental meetings involve the head of a department or function such as operations, production,
marketing, business development, finance, human resources, etc., meeting his or her departmental
team which may involve managerial employees only or also include non-managerial employees.

Works council meetings

These meetings are held by representatives of non–managerial employees or staff (workers’ committee)
and representatives of management, usually in equal numbers and chaired by senior managerial
employees. Members of the workers’ committee who attend such meetings may include the
chairperson, vice chairperson, secretary or some committee members. On the managerial side it is
common for example for the head of human resources, finance and operations to attend.

The purpose of the meeting is to deal with common issues such as staff welfare, making the workplace
better, improving company performance, etc. Depending on how the meetings are held or used they can
be constructive or corrosive.

Workers’ committee meetings

The workers’ committee represents the interests of the employees. The office bearers are elected by the
employees from time to time depending on the committee’s constitution.

The representatives champion staff issues and engage management to resolve issues. The
representatives also take important messages from management and convey to staff. It is also common
to find the workers’ committee playing a role in staff disciplinary proceedings.

This simplified article is for general information purposes only and does not constitute the writer’s
professional advice.

Godknows Hofisi, LLB(UNISA), B Acc (UZ), CA(Z), MBA(EBS,UK) is a legal practitioner / conveyancer with a
local law firm, chartered accountant, registered tax accountant, insolvency practitioner, consultant in
deal structuring and tax and is an experienced director including as chairperson. He writes in his
personal capacity and can be contacted on +263 772 246 900 or [email protected]