Meetings

SUNWAY UNIVERSITY
GENERAL MEETING
Definition: A general meeting is a meeting of
the members of the company.
Example: Where the employer and the
employees of the company come together
todiscuss general issues about the company.
SUNWAY UNIVERSITY
STATUTORY MEETING
Sec 142 CA 1965
Not less than one month & not more than 3 months after the date the public
limited company commences its business, the company must hold a statutory
meeting once in the life of the company.

Members are free to discuss any matter relating to the formation of the company.

A copy of the statutory report must be sent to the member 7 days before the
commencement of the meeting. The Report must be certified by 2 directors, it
must state the matter specifically - S 142(3) CA 1965.

Resolutions may be passed at the meeting but must be in accordance to AA.
Failure to comply with S142 CA 1965 would render every officer guilty of the
offence and it will be a ground for compulsory winding up.

SUNWAY UNIVERSITY
ANNUAL GENERAL MEETING
The company shall hold the First AGM within 18 months of
its incorporation.
It has been held that it is an obligation to hold an annual
general meeting every year and the period between the first
and the second AGM must not be more than 15 months.
These obligations are separate legal obligations. Every
officer in default will be liable to a fine in the event where
there is a failure to comply. Section 143 CA 1965. (Smedley v
Registrar of the Stock Companies).
SUNWAY UNIVERSITY
ANNUAL GENERAL MEETING
The penalty for failing to hold an AGM is not limited
to a fine of RM5,000.00 but includes a default
penalty, i.e. if the offence continues after conviction
they will be liable to an additional penalty of not
more than RM200.00 for each day during which the
offence continues S143 (4) CA 1965. Hence the
AGM must be held even after payment of fine is
made.
SUNWAY UNIVERSITY
ANNUAL GENERAL MEETING
When the AGM has been called, the directors
have NO Power to postpone it. In the event
that the director wants to postpone it he
must have the authority to do so. The
authority or the power must come expressly
set out in the Article of Association- Sec 145A
CA 1965.
SUNWAY UNIVERSITY
NATURE OF BUSINESS AT THE AGM
What are the items that must be presented in an AGM as
required by Article 46, Sch 4 CA 1965 which is incorporated
in Table A?
The declaration of dividend;
The consideration of accounts;
Balance sheets and the reports of directors and auditors;
The election of directors in place of those retiring; and
The appointment, and the fixing of remuneration, of the
auditors.
Article 46 identifies these as ordinary business of the
company.
SUNWAY UNIVERSITY
S 169(1) the accounts are prepared before the
AGM
S 172(2) appointment of an auditors
S 129(6) re appointment of directors
S 132D issue of shares to be approved

SUNWAY UNIVERSITY
EXTRAORDINARY GENERAL MEETING
To transact special meeting or to pass special
resolutions which are urgent & cannot wait for the
next AGM.
Art 46 Table A
Removal of auditors prior to AGM
Removal of directors
Passing of special resolution/ ordinary resolution.
Something that must be very urgent.
SUNWAY UNIVERSITY
AUDIT COMMITTEE MEETING

KLSE Listing Requirements requires every public listed
company to appoint an audit committee. Audit committee must
have written terms with references to its authority and duties. The
Securities Commission (SC) requires the audit committee to
monitor intercompany transactions between companies and any
related parties outside the group, and ensure that the directors
disclose them annually via annual report. All the transactions must
be transparent and not favourable to the directors.
SUNWAY UNIVERSITY
S 148(1) every member is entitled to attend
and speak at meetings.
S 174(7) auditor is also entitled
S 145(2) 14 days notice is given except for
meetings to pass a special resolution i.e. 21
days - s 152(1)
SUNWAY UNIVERSITY
S 145(3)(a) shorter notice for AGM by
unanimous consent of all the members
S 145(3)(b) for GMs, by 95% nominal value of
voting shares/rights
S 145(4) served according to the article
Table A article 108: by hand or to
registered/supplied address
SUNWAY UNIVERSITY
A defect of notice does not invalidate a meeting, unless
substantial injustice is caused David Lau Tai Bek v Lau Ek
Ching [1972] 1 MLJ 217; Chang Ching Chuen v Aik Ming [1995]
2 MLJ 43 & 770: if members vote unanimously, the resolution
is valid as they are taken to have waived the irregularities.
The courts power to validate improperly called meetings
cannot & will not be exercised where there is injustice to
members who did not attend First Nominee v New Kok Ann
Realty [1983] 2 MLJ 76

SUNWAY UNIVERSITY
Notice is to be accompanied by circulars or
statements setting out the proposed business
of the meeting
S 151 members may propose
resolutions/circular accompanied at their
expenses
S 151(2) at 5% voting rights/ 100 members

SUNWAY UNIVERSITY
If a material fact is not disclosed in the notice,
resolution passed may be invalidated as against a
member who did not attend
Tiessen v Henderson [1899] 1 Ch 861: Directors
benefit to a scheme of reconstruction not disclosed
in the notice. The absent shareholder is not bound by
the resolution
Hup Seng v Chin Yin [1962] MLJ 371: the notice by
the requisitionists did not set out the draft
resolution; therefore void

SUNWAY UNIVERSITY
Special notice is required from members if
the resolution proposes: to remove directors
(s 128); or the auditors prematurely (s 172(4)).
S 153 notice is given 28 days before the
meeting for the accused (natural justice)
14 days for other members
SUNWAY UNIVERSITY
S 147(1)(a) 2 members unless article provides
otherwise
Re Salvage Engineers [1962] MLJ 438: the
meeting was held improper when a resolution
to wind up the company was passed by a
member who was also a proxy.


SUNWAY UNIVERSITY
The lack of a quorum does not invalidate the meeting
unless the court thinks substantial injustice has been
caused s 355
Eg Sarawak Building Supplies v Director of Forests
[1991] 1 MLJ 211: solicitors appointed pursuant to
resolutions made without a quorum (held invalid)
were discharged

SUNWAY UNIVERSITY
S147(1)(b) a chairman may be elected
among the members present
S 146(1)(a) a show of hand may suffice
without a poll
SUNWAY UNIVERSITY
Resolutions: ordinary & special; where special is
normally specified statutorily eg M&As
amendment, capital reduction etc.
152(8) but may be provided by the article for
other matters
Ordinary simple majority (present & voting)
Special majority (present & voting) with 21
days notice (s 152(1))

SUNWAY UNIVERSITY
S 152(4) a poll counts the votes that each member
is entitled (the votes cast by written ballot)
Any abstention will not be counted.
Short notice for a special resolution may be allowed
if 95% agreed (nominal value of voting shares /rights
held): s 152(2)
Resolution passed is not a contract: Lam Eng Rubber
Factory v Lim Beng Yew [1994] 3 MLJ 405
SUNWAY UNIVERSITY
S 148(1) all members are entitled to vote
S 148(2) preference shareholders may not able
to vote
S 147(1)(c) (ii) each share carries 1 vote
S 55 each equity share of plc may only have 1
vote
S 147 (1)(d) also 1 vote each for company
without share capital

SUNWAY UNIVERSITY
S 147(1)(c) on a show of hand each member is entitled
to 1 vote
On a poll depends on the shareholding
S 146(1)(b) A poll may be demanded by: any 5 member or
more; or holders of 10% voting rights/ paid up shares
S 149(1)(b) a proxy must be a member unless he is an
advocate, auditor or anyone approved by the Registrar


SUNWAY UNIVERSITY