Nuovo appuntamento con “Peter’s Pills“, la rubrica online di Legal English by Federnotizie (la rivista online di Federnotai), in collaborazione con Confprofessioni e Beprof. La 29esima video-lezione “AGM vs EGM” è disponibile sul sito www.federnotizie.it, sui canali social e sul sito di Confprofessioni e sull’app Beprof, scaricabile da App Store e Google Play.
LESSON N. 29: CLICCA QUI PER IL VIDEO
Transcript:
AGM vs EGM
Hello!
There are 2 types of General Meetings that companies have. Students of Legal English should take great care with these two concepts as they may be very
different form meetings in your jurisdiction.
AGM – Annual General Meeting (Attenzione: Non corrisponde, per più ragioni, all“Assemblea Ordinaria”)
Here are some points to help you understand the AGM better with reference to UK law:
• Native tongue people generally use just the abbreviation, AGM, so you should be very familiar with it.
• Private companies (paragonabile alle srl) are not required by law to hold a AGM. They may do so if they wish or if their Articles of Association (lo statuto) require them to do so, or if one-tenth of the shareholders ask for an AGM to be called. Public companies (paragonabile alle spa) must call an AGM.
• The Financial Statements (bilancio) are approved before the AGM by the directors and the directors must distribute copies of the Financial Statements to the shareholders even if the Financial Statements will not be discussed at the AGM. UK Companies Act 2006, section 414 clearly states “(1) A company’s
annual accounts must be approved by the board of directors and signed on behalf of the board by a director of the company. (2) The signature must be on the company’s balance sheet (stato patrimoniale).”
• CA 2006 provides rules on the members’ power to require circulation of statements, the quorum, the chairman, voting procedures, corporate representatives, proxies, adjournment and electronic communications, but says nothing about the business to be transacted (gli argomenti da trattare) at the
AGM.
• Directors’ remuneration and the decision to distribute dividends is decided by the directors and not by the AGM.
• A typical AGM would have the following agenda:
1. Welcome and apologies
2. Minutes of previous AGM
3. President’s report
4. CEO’s report (if applicable)
5. Presentation of Financial reports
6. Constitution amendments (if any)
7. Elections
8. Appointment of the Auditor for the next financial year.
EGM – Extraordinary General Meeting (Attenzione: Non corrisponde, per più motivi, all’“Assemblea Straordinaria”)
• Native tongue people generally use just the abbreviation EGM so you should be very familiar with it.
• Any other meeting that is called for the shareholders other than the AGM is called an EGM.
• The rules for AGMs and EGMs are the same.
• EGMs are called to deal with urgent matters that cannot wait for the next AGM.
They may be called to deal with the removal of an executive, or an urgent legal matter, or any matter that can’t wait until the next shareholders meeting.
Thank you very much and see you next time for more Peter’s Pills to improve your Legal English!
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See more on rules for General Meetings in the UK Company’s Act 2006 here:https://www.legislation.gov.uk/ukpga/2006/46/contents
More specifically you can find more on:
• members’ power to require circulation of statements (section314 – sec317)
• the quorum (sec318),
• chairman (sec319 – sec20),
• voting procedures (sec321 – sec322),
• corporate representatives (sec323),
• proxies (sec324 – sec331),
• adjournment (sec332)
• and electronic communications (sec333)