MEETINGS

lac4433.companylaw
 INTRODUCTION
The will of members is expressed at general meetings.
The calling and conduct of meetings is part of the internal
regulations of companies i.e. governed by the CA 2016 and the
company’s constitution (if any).
CA 2016 also sets out requirements for meetings. Such provisions
are aimed at ensuring that:
(a) the will of the members is reflected in the management and
operations of the company; and
(b) the members have opportunities to acquire information
regarding the company’s affairs.

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 It is mandatory for a public company to hold an
AGM once every calendar year: s.340

The responsibility of convening the AGM usually AGM

rests with the directors.
Purpose:
(a) Provides opportunity to members to monitor,
supervise & question the directors on matters
relating to the operation of the company.
(b) Gives a chance for members to pass
resolutions through voting in matters relating
to the company.

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 If the company has held its first AGM within 18
months of its incorporation, it need not hold
an AGM in the year of its incorporation or the
following year: s.340(3) AGM (
cont’d
)
Subject to the above, subsequent AGMs are to
be held once in a calendar year. The AGM shall
be held within 6 months of the company’s
financial year end; and the gap between one
AGM and another must not be more than 15
months: s.340(2)

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 Matters that are included in the agenda of the
AGM:
(a) laying of audited financial statements
AGM (
(b) reports of directors and auditors cont’d
)
(c) election of directors;
(d) appointment and fixing of directors’ fees
(e) any other resolution or matter of which
notice has been given in accordance with CA
2016 or the constitution
If a company fails to convene AGM, the Court
may, on the application of any member, order
the AGM to be called: s.340(5)
Failure to hold an AGM is an offence : s.340(6)

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 A meeting of members can be convened by
(s.310):
Meeting of - the board of directors; or
members - a member holding at least 10% of the issued
capital of a company (or lower, depending on
what is specified in the company’s
constitution) – for a co. with share capital); or
- 5% of its members – for a co. with no share
capital:

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 A meeting of members may be called by the
directors at the members’ request. S. 311 allows
members to requisition in writing for a meeting of
Meeting of members to be held:
members (a) co. with share capital – members holding ≥
10% of company’s paid-up capital; and
(cont’d) (b) co. without share capital – members
representing ≥ 5% of total voting rights.
 Special case for private companies!

a w ritten If 12 months have elapsed since the last meeting

sition i s
A re q ui e ctors of members was held pursuant to a requisition,
e d ir
o th
notice t that a meeting members representing 5% of the paid up capital of
g
requirin s . 311(1) the company may require a meeting of members to
d –
be calle be convened: s.311(4)

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  Directors must call for the meeting within 14
Meeting of days from the date of the requisition. Such meeting
must be held not more than 28 days after the
members date of notice of the meeting: s.312(1)
(cont’d)  If the directors do not convene the meeting within
the timeframe prescribed, then the members who
requisitioned the meeting, or any member
representing >½ of the total voting rights, may call
for the meeting of members: s.313(1)
SJA Bhd v HLB Such meeting must be held not more than 3 mths
Nominees Sdn Bhd from the date on which the directors received the
[2002] 4 MLJ 574 requisition: s.313(3)

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 CONDUCT OF MEETINGS
Ordinary resolution:
OTI CE!
- passed by a simple majority of > ½ of members N
who are entitled to vote at the meeting
S.291

Special resolution:
- passed by ≥ 75% of members who are entitled to
vote at the meeting
S. 292

Unless provided otherwise in the constitution, if the

CA 2016 does not specify the type of resolution
required, the resolution of the company shall be
passed as an ordinary resolution - S.290(3)

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 CONDUCT OF MEETINGS (c0nt’d)
OT ICE!
N
)
(c0nt’d
Ordinary resolution:
(a) Private co. – at least 14 days’ notice or any
longer period as specified in its constitution
S. 316(1)
(b) Public co. – Granasia Corporation
(i) if AGM, at least 21 days or any longer period as Bhd & Ors v Choong
specified in its constitution; and Wye Lin & Ors [2008]
(ii) for any other meeting, at least 14 days’ notice 4 CLJ 893
or any longer period as specified in its
constitution
S. 316(2)

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Special resolution:
 CONDUCT OF MEETINGS (c0nt’d)
OT ICE!
Special resolution: N
)
- not less than 21 days’ notice S. 292(1) (c0nt’d
- The text of the resolution must be included in notice
of the meeting and must state that the proposed
resolution is a special resolution
S. 292(5)

An AGM may be called by shorter notice if agreed by

all members entitled to attend and vote at the meeting

S. 316(3)

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 CONDUCT OF MEETINGS (cont’d)
OT ICE!
Special notice: s. 322 N
)
CA 2016 requires special notice in certain situations (c0nt’d
e.g. removal of an auditor: s.277 or removal of a
director: s.206 (3)

Not less than 28 days before the meeting.

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 CONDUCT OF MEETINGS (cont’d)
OT ICE!
N
)
(c0nt’d

Contents of notice at meetings of

members (S. 317)
 Place, date and hour of meeting
 General nature of special business to
be transacted
 May include text of proposed resolution
and other info as directors deem fit

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 CONDUCT OF MEETINGS - QUORUM
Minimum no. of members whose presence is necessary for a meeting to
validly transact business.
If company only has 1 member, then such member present shall constitute
a quorum: S. 328(1)
In other cases, a quorum is 2 members present in person unless the
constitution states otherwise: s.328(2)

What if a person is present at the commencement of the meeting, but

leaves before an agenda is resolved, leaving the meeting with less
than the required quorum?
Quorum required to be present at the commencement of the meeting in
order to transact business: s.328(4)

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 CONDUCT OF MEETINGS – QUORUM (cont’d)
If a quorum is not present within ½ hour after the appointed time for the
meeting:
(a) in the case of a requisitioned meeting, it shall be dissolved; or
(b) in the case of other meetings, it shall be adjourned to the same day
in the next week at the same time and place, or as the directors may
determine.
S. 328(5)

Tan Guan Eng v BH Low Holdings Sdn Bhd [1992] MLJ 105

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 CONDUCT OF MEETINGS – CHAIRING MEETINGS
Chairperson’s job is to ensure that the meeting is properly run and that
order is maintained.
The chairman of the BOD shall chair a general meeting unless the
constitution provides otherwise: s. 329(1)
If there is no chairman, or he is unwilling to act in
that capacity, or is absent within 15 min after the
appointed time for the meeting, the members
present must elect 1 of them to be the
chairperson: s. 329(2)

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 CONDUCT OF MEETINGS – VOTING
Unless otherwise specified in the constitution, for a
company with share capital:
(a) voting is by show of hands: s.330(1)
- each member present entitled to 1 vote on a
show of hands: s. 293(1)(a)(ii); or
(b) may also be on a poll if so demanded by the
parties mentioned under s. 330(1)(a)-(d)
- each member present entitled to 1 vote for each
share held: s.293(1)(a)(iii)

For a company with no share capital, every member

shall have 1 vote: s. 293(1)(b)

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 CONDUCT OF MEETINGS - PROXIES
A person authorised to vote on behalf of the appointing member.

Members who are entitled to attend and vote at a meeting can appoint
proxies to do so on their behalf.

A member is entitled to appoint a proxy to exercise all or any of his

rights to attend, participate, speak and vote at a meeting of members of
the company: s.334(1)

In the case of a company having a share capital, a member may appoint

> 1 proxy provided that the member specifies the proportion of the
member’s shareholdings to be represented by each proxy: s. 334(2)

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 CONDUCT OF MEETINGS – CORPORATE
REPRESENTATIVES & VENUE OF MEETING

A corporation that is a member of a company may, by resolution of its

directors, authorise a person(s) to act as its representative(s) at any
meeting of members: s.333(1)

Subject to the constitution, a company may convene a meeting of

members at more than one venue using any technology to enable the
members to participate and exercise their rights at the meeting:
s.327(1)

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 CONDUCT OF MEETINGS – RESOLUTIONS
Private company:
Resolution shall be passed either by a written
resolution or at a meeting of members

Public company:
Resolution shall be passed at a meeting of members

Written resolution:
This procedure allows business to be transacted
without the formalities of calling a meeting and
passing a resolution.
May be circulated in hard copy/electronic form:
s. 300(1)

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 CONDUCT OF MEETINGS – RESOLUTIONS

A member signifies his agreement to a proposed

written resolution when he submits to the
company an authenticated document which
states the resolution and indicates his
agreement to it: s. 306(1)
CONT’D
Once a member has signified his agreement, it
cannot be revoked: s. 306(3)

A written resolution shall be passed when the

required majority of members have signified
their agreement to the written resolution:
s. 306(4)

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 CONDUCT OF MEETINGS – MINUTES
A company must keep minutes of all proceedings at meetings of
members and resolutions: s.341(1)

Must be kept for at least 7 years from the date of the meeting or
resolution: s.156(1)

Non-compliance of this requirement is an offence: s.341(3)

Minute books of general meetings must be kept at company’s

registered office and open to inspection by members: s.342(1)

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 MEETING OF BOARD OF DIRECTORS

Regulated and provided for under the Third Schedule of CA 2016

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