An annual general meeting (“AGM”) is a scheduled meeting of the company’s shareholders. In this meeting, the company’s Financial Statements (FS) are presented, and shareholders are given the opportunity to address their concerns.
Unless the company is exempted, or decides to dispense off holding an AGM; all companies in Singapore are required to hold an AGM. Even if exempted from, or the holding of an AGM has been dispensed, it is still a requirement for the company to file its Annual Returns and submit the details.
Deadline for holding Annual General Meetings (AGM)
|Companies before 31st August 2018 FYE.||Companies After 31st August 2018 FYE.|
|If first AGM after recent incorporation: |
Hold first AGM within 18 months of incorporation
Subsequent AGM: Every calendar year at a maximum interval of not more than 15 months
Note: Financial statements that are presented at the AGM must be made up to a date within 4 months (for listed company) or 6 months (for any other company) before the AGM date.
|Listed Companies: Hold AGM within 4 months after FYE.|
Non-Listed Companies: Hold AGM within 6 months after FYE.
How an AGM is held
During an AGM, the company presents its financial statements to shareholders (members), and answers any queries on the business.
AGMs are conducted under the direction of the chairman of the meeting, who is usually the chairman of the board of directors. If your company’s Constitution does not specify a chairman to regulate the meeting, any member can be elected at the AGM to fulfil the role.
The company secretary – or an appointed secretarial service – is required to prepare any necessary documentation for the AGM (e.g. the company Constitution).
Other than ordinary business, the topics and discussions during the AGM must only deal with resolutions for which notice has been given in advance.
Subjects covered during an AGM
Ordinary business is defined in your company’s Articles, and may include subjects such as:
- Dividend pay-outs
- Appointment of directors/auditors
- Remuneration for senior executives and directors
- Consideration of accounts and balance sheets
Subjects other than these may be considered special business. Any resolutions at the meeting, other than ordinary business, should have been mentioned in the Notice of the AGM.
[Note] If you vote on a topic that was not mentioned in the notice, the resolution may not be legally valid. This is because a member with voting rights may be absent during the meeting, and have no knowledge of the matter.
[Note] that members also have the right to propose resolutions for the meeting. However, they must bear the expense of circulating such resolutions.
Quorum must be met
The quorum is the minimum number of members who must attend the AGM, for it to be considered valid.
If the quorum is not specifically stated in your company’s Constitution, the minimum number is two members (or their proxies).
Ensure proxies are properly appointed (if any)
A proxy can attend and vote on behalf of a member at the AGM. The proxy does not need to be a member of your company.
The procedure for appointment of a proxy should be in your company’s Constitution; the procedure may be applicable for all meetings, or only for the current meeting.
Ensure that the procedures have been followed by members using proxies.
Ensure the proper laying of company financials
Directors are responsible for presenting documents such as:
- Financial statements
- Balance sheets
- Director’s report
- Auditor’s report (if applicable)
These materials should also be sent with the Notice of the AGM, at least 14 days prior to the meeting. This will allow members to prepare questions for the directors.
Voting during AGM
Your company’s Constitution covers the voting rights of members, as well as the procedures for voting.
Usually, all members have the right to vote, barring exceptional circumstances (e.g. a member who has not paid up for shares issued to them, when notified by the company, may be denied the right the vote).
Voting is done by a show of hands or a poll; but note that proxies are usually not allowed to vote by a show of hands, unless the company’s Constitution allows this.
Ending or closing an AGM
The minutes of the AGM must be recorded in writing, and signed by the company chairman. The company must then file its Annual Returns on BizFile+ (see our guide on filing Annual Returns for more information).