Companies in Malaysia are required to hold corporate meetings which is the shareholders and directors meetings. Minutes should be maintained for each of these meetings. The Company Secretary of the company is normally responsible to document these meetings.
It is important that key decision making process of the company is documented. There is no need to document small routine decisions made by the company BUT there should be written minutes or consent resolutions for decisions or events that require formal approval by the board of directors or shareholders.
The directors are elected to run and manage the affairs of the company. It is important that major decisions made by directors are documented at meetings. In some cases, one of the directors may be delegated to transact certain businesses and this should be done by way of convening a board meeting or by directors' circular resolution.
The Articles of Association regulates the proceedings of directors meetings. There should be at least two directors present for the meeting to proceed.
The following are common matters discussed at directors' meetings:
There are three types of shareholders meetings:
Shareholders are required to have at least an annual general meeting.
The Companies Act, 1965 requires the following:
However, as the financial statements of the company needs to be presented within a period of 6 months before the AGM, the company would have to hold its AGM within 6 months from its financial year.
The authority to convene an AGM is usually with the board of directors. Shareholders must receive written notification of this meeting and 14 clear days notice is sufficient unless the M&A (byelaws) of the company require a longer period. However, if there are any special resolutions (special business) to be passed, then 21 clear days notice must be given.
The Companies Act, 1965 prescribes certain matters to be conducted at the AGM. This include:
Other matters can also be discussed at the AGM, however prior notice needs to be given and these other businesses are normally classified as special businesses.
An extraordinary general meeting is convened to transact special business that is too urgent to wait until the next AGM.
The Memorandum and Articles of a company may allow the directors to convene an EGM. The members of the company may also convene an EGM on requisition provided that the member calling for the EGM holds not less than 10% of the paid-up capital that has the right to vote at the general meeting. The directors of the company upon receiving the requisition should give notice to convene the EGM. However, if the board fails to convene the EGM, the members themselves representing more than half of the total voting rights may themselves convene the EGM.
Class meetings are meetings held for holders of a class of shares for companies that issues different classes of shares. Class meetings may be held for situations concerning variation of rights and privileges attached to the class of shares.
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