Meetings Requested by Members

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Best Interests ◽  
Annual General Meeting ◽  
Private Companies ◽  
Public And Private ◽  
Generic Term ◽  
The Board Of Directors ◽  
A Company ◽  
Do So

In accordance with their general powers of management the board of directors of a company are empowered to convene general meetings of members whenever they consider it to be in the best interests of the company to do so and whenever it is necessary. Prior to CA 2006 such meetings were known as extraordinary general meetings so as to distinguish them from the annual general meeting which used to be compulsory for both public and private companies. Under CA 2006 the term ‘extraordinary general meeting’ is no longer used. It is replaced by the generic term ‘general meeting’. The power to convene a meeting is to be found in the articles of association and appears, for example, in reg 37 of the 1985 Table A.

The Annual General Meeting

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
General Meeting ◽  
Annual General ◽  
Annual General Meeting ◽  
Private Companies ◽  
Public Companies ◽  
The Board Of Directors ◽  
Shareholder Democracy ◽  
The Uk ◽  
The Impact ◽  
A Company

The annual general meeting of a company has been an established part of the corporate landscape since the passing of the first Companies Act in 1862. The annual general meeting provides shareholders with the opportunity to consider the contents of the company’s annual financial statements, the reports of the directors and auditors, to choose the composition of the board of directors of the company, to appoint or re-appoint the auditors and to question the management about their conduct of the company’s affairs in the previous year. It is the forum at which the shareholders, in companies both large and small, have the opportunity to ‘have their say’. If the concept of shareholder democracy means anything, it is reflected in the obligation of companies to hold an annual general meeting for their shareholders. However, as will be discussed in this chapter, changes of fashion and the impact of modern practicalities have given rise to a new approach to the annual general meeting in recent years, with the result that such a meeting is in the UK only required as a matter of law for public companies and, since the introduction of the Company (Shareholders’ Rights) Regulations 2009, for private companies that

M. Video-Eldorado: improving corporate governance to increase efficiency

2021 ◽  
pp. 69-71
Author(s):  
A.V. Butov
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
General Meeting ◽  
Annual General ◽  
Independent Directors ◽  
Annual General Meeting ◽  
The Board Of Directors ◽  
Increase Efficiency

M. Video reports that the company’s board of directors has decided to hold an annual general meeting of shareholders on May 7, 2021. As part of the implementation of measures to improve corporate governance, the Board of Directors approved the list of candidates for the new composition of the Board. If appropriate decisions are made by the shareholders, the share of independent directors in the board of directors will increase to one third.

Meetings of Members Ordered by the Court

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Financial Statements ◽  
Company Law ◽  
Constitutional Rights ◽  
Share Capital ◽  
The Board Of Directors ◽  
A Company

The two key organs of a company are the board of directors and the members of the company exercising their constitutional rights in a general meeting. Company law attaches great significance to the due convening of general meetings of shareholders. The general meeting is the forum for considering many of the essential matters relating to the company’s affairs including increasing or reducing the share capital of the company, changes to the memorandum or articles of association, alterations to the composition of the board of directors, considering the content of the company’s financial statements and approving dividends.

The Role of the Chairman

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Vast Array ◽  
Effective Manner ◽  
Procedural Control ◽  
The Board Of Directors ◽  
A Company

For there to be an effective general meeting of members of a company someone has to perform the role of chairman and be appointed to that position. The appointment of a chairman is an indispensable part of any meeting. In the absence of a person exercising procedural control over the affairs of the general meeting it may be unable to proceed to transact business in an orderly manner. At a shareholders’ meeting that person is often the chairman of the board of directors of the particular company but this is not always the case. The chairman is the person who conducts the meeting and leads it through the business on the agenda which is to be transacted. A vast array of skills are required in order to discharge this important role in an efficient and effective manner. In carrying out this task the chairman must have regard not only to the interests and concerns of the majority present but also the rights of the minorities.

Circulars to Members and Members’ Statements

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
Listed Company ◽  
General Meeting ◽  
Relevant Information ◽  
Informed Decision ◽  
The Board Of Directors ◽  
Pertinent Information ◽  
A Company

Very often when a meeting of members of a company is convened the notice of the meeting will be accompanied by a circular that is addressed to all of the members. Such a circular for distribution to members will be prepared by the board of directors, usually in consultation with relevant appropriate professional advisers. The purpose of sending a circular to members is to appraise them of the reason for, and purpose of, the resolutions that are proposed to be considered at the forth-coming general meeting, and to provide pertinent information to shareholders in order to enable them to take an informed decision as to whether or not to attend the meeting and as to how they will cast their votes. A board of directors must ensure that a circular to members contains an accurate summary of all of the relevant information relating to the proposals upon which the members have been asked to vote at the forthcoming general meeting. In the context of a public listed company, it is to be noted that the Listing Rules of the Financial Conduct Authority require that when the holders of listed equity shares are sent a notice of meeting which includes any

scholarly journals Bank for International Settlements

1961 ◽  
Vol 15 (3) ◽  
pp. 529-530 ◽  
Keyword(s):  
Board Of Directors ◽  
Annual Report ◽  
General Meeting ◽  
Annual General ◽  
Annual General Meeting ◽  
General Manager ◽  
Net Profit ◽  
The Board Of Directors ◽  
Bank For International Settlements

The 31st annual report of the Bank for International Settlements, covering the financial year from April 1, 1960, to March 31, 1961, was submitted to the annual general meeting of the Bank held in Basle on June 12, 1961. In his introduction, the General Manager of the Bank, Mr. Guillaume Guindey, reported that the net profit for the 31St financial year had amounted to 14,974,105 gold francs, compared with 15,314,716 gold francs for the preceding year. In view of the results for the financial year 1960–61, the Board of Directors of the Bank had recommended an extraordinary distribution of 35 gold francs per share, in addition to the regular dividend of 37·50 gold francs per share; thus the total distribution for this year would amount to 72·50 gold francs, payable in Swiss francs in the amount of 103·60 Swiss francs per share.

Bank for International Settlements

1960 ◽  
Vol 14 (4) ◽  
pp. 694-695 ◽  
Keyword(s):  
Board Of Directors ◽  
Annual Report ◽  
General Meeting ◽  
Annual General ◽  
Annual General Meeting ◽  
General Manager ◽  
Net Profit ◽  
The Board Of Directors ◽  
Bank For International Settlements

The 30th annual report of the Bank for International Settlements, covering the financial year from April 1, 1959, to March 31, 1960, was submitted to the annual general meeting of the Bank held in Basle on June 13, 1960.1 In his introduction, the General Manager of the Bank, Mr. Guillaume Guindey, reported that the net profit for the thirtieth financial year had amounted to 15,314,716 gold francs, compared with 9,550,894 gold francs for the preceding year. In view of these very favorable results, the Board of Directors of the Bank had recommended the extraordinary distribution of 42.50 gold francs per share, in addition to the regular dividend of 37.50 gold francs per share; thus the total distribution for this year would amount to 80 gold francs, payable in Swiss francs in the amount of 114.30 Swiss francs per share.

scholarly journals Relevant issues of responsibility of the members of the board of directors

2020 ◽  
pp. 47-55
Author(s):  
Deni Ruslanovich Murdalov
Keyword(s):  
Law Enforcement ◽  
Board Of Directors ◽  
Civil Law ◽  
Limited Liability ◽  
Case Law ◽  
Private Companies ◽  
Public And Private ◽  
The Board Of Directors ◽  
The Subject

This article explores most relevant issues of responsibility of the members of the board of directors in corporations, limited liability companies and joint-stock companies. The object of this research is the relations formed as a result of violations by the members of the board of directors of fiduciary duties imposed upon them. The subject is the norms that regulate responsibility of the members of the oversight council of corporations in civil law, related law enforcement practice, as well as the theoretical provisions of various experts. The main goal of this work consists in determination of relevant problems of the institution of responsibility in form of losses of the members of the board of directors in public and private companies. The scientific novelty lies in the analysis of relevant issues pertinent to responsibility of the members of the board of directors. Detailed analysis is conducted on case law of the courts of superior jurisdiction on the matter. The scientific novelty lies in identification of most urgent problems associated with exercising of authorities of the members of the board of directors and proposal of the mechanisms for improvement of their responsibility in the current legislation, namely with regards to allocation of responsibility for the decisions of higher authorities.  The conclusion is made that the development of the institution of responsibility of the board of directors should correspond with the modern requirements, stimulate economic development, entrepreneurial initiative, allow the subjects of responsibility to predict the consequences of their actions (or inaction), and contribute to efficient fulfillment of their responsibilities.

Bank for International Settlements

1958 ◽  
Vol 12 (4) ◽  
pp. 554-555 ◽  
Keyword(s):  
Board Of Directors ◽  
Annual Report ◽  
Balance Sheet ◽  
General Meeting ◽  
Annual General Meeting ◽  
Business Operations ◽  
Net Profit ◽  
The Board Of Directors ◽  
Bank For International Settlements ◽  
High Level

The twenty-eighth annual report of the Bank for International Settlements covering the financial year from April I, 1957, to March 31, 1958, was submitted to the annual general meeting of the Bank held at Basle on June 9, 1958. Details of the results of the year's business operations were given, together with a review of the current activities of the Bank and an analysis of the balance sheet as of March 31, 1958. The year was characterized by a stabilization of the resources at the disposal of the Bank at the high level reached the previous year and by a further increase in the volume of its operations. The financial year closed with a surplus of 19,317,738 gold francs, against 16,014,462 gold francs for the previous year; the net profit amounted to 9,317,738 gold francs, compared with 8,212,987 for the preceding year. The board of directors of the Bank recommended that the general meeting should declare a dividend of 6 percent.

Implementing Reforms

2017 ◽  
Author(s):  
Nils Brunsson
Keyword(s):  
Board Of Directors ◽  
Government Service ◽  
Radical Reform ◽  
Administrative Reforms ◽  
The Board Of Directors ◽  
The Relationship ◽  
A Company

This chapter continues to analyze the relationship between decision and action using a case study on Swedish Rail (Statens Järnvägar, SJ). In February 1987, the board of directors of SJ met to consider a plan drawn up by an international consultancy company to implement a radical reform, the ‘New SJ’. The basic idea was to make the company more businesslike. SJ was to be run as a company and not as a government service, and its corporate aim was to be a profitable business. The chapter addresses the question of why reforms may be difficult to implement. It suggests that there are certain fundamental and common characteristics of administrative reforms which make them difficult to implement by nature.

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