Your company has been operating successfully and it is now time to have your first Annual General Meeting (AGM). For efficiency, many boards will also concurrently have a directors’ meeting. To ensure that you have complied with the requirements of your Company Constitution and ASIC rules, we have prepared a brief overview as to what you should do before and after your meeting takes place.

First Steps: Where to Begin

Firstly, you should ask what do you need to discuss at your meeting? Directors’ meetings and AGMs will discuss different aspects of the business. It follows that it is essential that you have two separate agendas, clearly marking the issues you will discuss. Shareholders are also entitled to attend the AGM, so it is necessary to consider what items you will discuss that will likely affect them or require their approval.

Many businesses will use the following formula for their meeting agendas:

  • Cover page – including the date, time and venue for the meeting
  • Agenda for the Directors’ Meeting
    • Apologies and proxies,
    • Minutes of previous Directors’ Meetings,
    • Matters arising from the previous minutes,
    • Reports relevant to the functioning of the business,
    • Financial reports,
    • Other business, and
    • Closure of the Directors’ Meeting.
  • Agenda for the AGM
    • Notice of the AGM,
    • If applicable, you might need approval for the short notice of the meeting,
    • Minutes of previous members’ meetings,
    • Consideration of the annual financial report, directors’ report and auditors’ report,
    • Date for the next AGM, and
    • Closure of the AGM.

Organising your Board Papers

Now that you have organised your meeting’s agenda, you will need to notify the directors of the board meeting within a reasonable time frame unless the Constitution specifically provides for one. You must provide directors and members with at least 21 days written notice. The Company Constitution may allow you to provide shorter notice of the AGM.

Once the appropriate notice has been given, you need to make sure you have the relevant documentation that applies to each item on the agenda. For example, have you spoken with your accountants or the company auditor? Have they finished preparing the reports? Are there other documents that you need to provide to the directors? Consider using an online application to more easily sort your papers and send them to the other participants in the meeting. You will need to send them the information within a reasonable time before the meeting so they can consider how the business is going.

After the meeting

After the meeting concludes, you will need to prepare the minutes within one month. The meeting minutes need to record:

  • the date, time and venue of the meeting,
  • the company name and ACN,
  • any resolutions passed at the meeting,
  • any apologies submitted, and
  • details of the agenda items discussed.

You will need to check whether ASIC requires notification of any resolutions that were passed at the AGM, whether new directors were elected and what, if anything, you should inform the Company’s members.

Conclusion

LegalVision’s experienced corporate lawyers have assisted many organisations in making sure they meet their legal requirements in holding board meetings and AGMs. If you need any assistance or advice on how to do this, please give us a call on 1300 544 755.

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