COMPANY LAW

MEETINGS

LECTURER: MADAM NURUL ATIQAH

 Annual General Meeting (Public
Company)
 Section 2 defined Annual General Meeting
(AGM)
 “In relation to a public company, means a meeting of the
company required to be held by Section 340”

 AGM compulsory to public companies only.

Annual General Meeting
(Public Company)
Purpose:
 Fulfill the company’s obligation to its members.
 Occasion where members of company will meet the
directors and have the opportunity to question them
on the company’s accounts, the directors’ report,
company’s position and prospects
 To exercise statutory vote:-
 Election of directors, appointment of auditors,
issue shares, payment of dividends, etc.
Annual General Meeting
(Public Company)
 Mandatory for every type of public company
 its relevant legislation to convene and hold a general
meeting in each calendar year as its AGM
 First AGM 18 months of its incorporation
 Section 340 (2) Subsequent AGM shall be held;
 Within 6 months of the company’s financial year
end; and
 Not more than 15 months after the last preceding
annual general meeting
Annual General Meeting
(Public Company)
 Matters to be transacted at the AGM – Section 340 (1)
 The laying of audited financial statements and the
reports of the directors and auditors
 The election of directors in place of those retiring
 The appointment and fixing of the fee of directors
 Any resolution or other business of which notice is given
accordance the Act or the constitution.
Meeting of the Members (Private
Company)
 Private company does not have to conduct AGM. So,
their resolution may be passed either;
 By a written resolution; or
 At a meeting of the members

 The members of a company has power to require

directors to convene meeting of members by
requisition- Section 311
Procedures to conduct meetings
Notice

Venue

Quorum

Chairperson

Voting

Resolutions

Minutes
 Notice of Meetings
 Section 316
 Private Company – other than to pass of a
special resolution, shall be called at least
14 days or any longer period specified in
its constitution.
 Public Company - other than to pass of a
special resolution, notice should be given;
 If AGM, at least 21 days or any longer period specified
in its constitution and
 In other case, at least 14 days or any longer period
specified in its constitution
 An AGM may be called by a shorter notice if
all the members agreed.
 Special resolution- Notice not less than 21
days
Notice of Meetings
 Section 319 Notice shall be in writing
and shall be given to members either
 In hard copy
 In electronic form or
 Partly in hard copy and partly in
electronic form
 Venue
 Section 327 – Subject to the
constitution, a company may convene a
meeting at more than 1 venue using
any technology or method that enables
the members’ right to participate and
to exercise their rights.
 Quorum
 Section 328 – If the company only have 1 member, only 1
member to constitute a quorum
 If more than 1 member, 2 members or proxy shall be
quorum unless stated otherwise in the constitution.
 A meeting which does not have enough quorum is invalid.

 Section 334 Appointment of Proxy – member of the

company have right to appointed another person as his
proxy to exercise all of his right to attend, participate,
speak and vote at a meeting.
Chairperson
 Section 329 (1) Subject to the
constitution that stated who should
be the chairperson, the chairman of
the Board if any shall preside as the
chairperson a meeting.
 If there is no such chairman or he
does not present within 15 minutes or
unwilling to act, the members present
shall elect of the members to be the
chairperson
 Voting
 Section 293
 Unless otherwise has been provided in the
constitution, in the case of a company having a
share capital
- on written resolution, every member shall have
one vote for each share or stock held by him.
- on a resolution on a show of hands at a meeting,
every member shall have one vote; or
- on a resolution on a poll taken at a meeting, every
member shall have one vote in respect of each share
and stock held by him
 If the company does not have share capital, every
member shall have one vote.
Resolutions
 Ordinary resolution passed by a simple
majority of more than half of members or
proxy that allowed to vote in the meeting.
 Special resolution are resolutions passed at
meetings requiring
 written notice at least 21 days
 approval of not less than 75% of such
members or proxy that allowed to vote at
the meeting
Minutes
 Minutes are records of proceedings and
resolutions passed at the meetings
 Section 341 Every company shall keep records
comprising;
 All resolution of member passed
 Minutes of all proceedings
 Details provided to the company in
accordance with Section 344
 The records should be kept for at least 7 years
from the date of the resolution, meeting or
decision as the case may be.
Board of Directors’ Meetings
 The management of the company’s affairs is
vested in the directors of the company. The
directors collectively is referred to as the
board of directors
 The proceedings of the boards has been laid
down in Third Schedule of the act
 Board of Directors’ Meetings
 Notice
 Notice of board meetings due notice must be
given convening a meeting of directors
 Omission of notice-Court may set aside the
meeting
 If all the directors are present together and
consent to a meeting being held without notice,
proceeding is valid despite the defect in
convening the notice
 Case: Khoo Choon Yam v Gan Miew Chee @ Gan
Khuan Poh, Dato’ Dr & 6 Ors (2000)
Board of Directors’ Meetings
 Chairperson
 The director may elect one of their number as
chairperson and determine the period for him to hold
office
 If the person elected but not present within 15
minutes, the directors present may choose one of them
to replace him

 Quorum
 Shall be fixed by the board if not, shall be a
majority of directors
 resolution passed at directors meeting
without proper quorum is invalid
Board of Directors’ Meetings

 Voting
 Every director has one vote
 The chairperson shall have a casting vote