The notice must give sufficient indication of the business of the meeting, so that a shareholder can decide whether to attend or not. … The notice must also tell shareholders that they can appoint a proxy to attend and vote in their place.
Can anyone attend a board of directors meeting?
Unlike general meetings where member attendance is optional, directors have a duty to be present for board and committee meetings as a part of their duties and responsibilities, and to participate in decision making.
Shareholders may request to see the minutes but, notes Fried, “there’s no legal requirement that you must give them a copy.” While each building operates differently, some boards allow shareholders to read the minutes, but not receive copies.
4. Do we need to hold shareholders’ meetings? Private companies are free to pass written shareholder resolutions by default, and are not otherwise required to hold an annual general meeting of the shareholders unless their articles of association specifically require them to.
As a general rule, no one other than a shareholder or a proxy holder of a shareholder has the right to attend the meeting. Other persons may be permitted to attend only if approved by the chairman. The agenda for the meeting should be distributed to the shareholders at the beginning of the meeting.
Shareholders are not asked to approve the accounts – they are merely provided with a copy – although they can ask questions on matters in the accounts. There may be additional matters that require a vote and the notice calling the meeting should tell you this.
Are minutes of board meetings confidential?
Can a board of directors keep its minutes confidential? Most of the time, it can. If the minutes are relevant to an issue in litigation, however, they will likely be disclosed, at least to the adverse party. This is not a reason, however, to minimize what is recorded, or otherwise to “sanitize” the minutes.
Can a director attend board meeting through video conferencing?
Section 173(2) of the Companies Act, 2013 allows directors to participate through video conferencing or other audiovisual means in the meetings of the board, which are capable of recording and recognizing the participation of directors and recording and storing the proceeding at such meeting along with date and time.
Do executives attend board meetings?
Board meetings are business meetings for board members. However, it is common to also see staff members in the boardroom. The chief executive constructs the agenda with the board chair and naturally attends all board meetings as an ex officio member.
Notice to Shareholders
Most states require notice of any shareholder meeting be mailed to all shareholders at least 10 days prior to the meeting. The notice should contain the date, time and location of the meeting as well as an agenda or explanation of the topics to be discussed.
An annual general meeting, or annual shareholder meeting, is primarily held to allow shareholders to vote on both company issues and the selection of the company’s board of directors. In large companies, this meeting is typically the only time during the year when shareholders and executives interact.
(1) The board of a company, or any other person specified in the company’s Memorandum of Incorporation or rules, may call a shareholders meeting at any time.