Unit 2: Shareholder’s General Meeting
2.1 Need of Corporate Meetings
The meeting as the company’s organ-of-decision: the shareholders’ collective will is only expressed formally (the deliberative assembly’s machinery — the corporate democracy’s parliament); the meeting’s functions: the sovereign’s acts (the directors’ election-and-removal, the accounts’ receipt, the dividends’ declaration, the fundamental changes), the accountability’s theatre (the directors’ report-and-question), and the legitimation (the decisions’ authority from the assembled capital). Without the meeting, the company’s will cannot constitutionally form (the ultra vires-of-the-meeting problem).
2.2 Types of General Meeting: Annual General Meeting and Extraordinary General Meeting and Procedure of Convening of Valid General Meeting
The AGM — the statutory calendar’s meeting (the Act’s mandatory once-a-year discipline: the accounts’ consideration-and-adoption, the directors’-and-auditors’ faces (the reports, the appointments, the remuneration), the dividend’s declaration, the general business) — the consequences of default (the Act’s penalties-and-continuing duty). The EGM — the off-calendar meeting (the urgent business: the capital’s alteration, the mergers’ approvals, the crisis decisions) — the conveners’ list (the board’s call, the requisitionists’ forced meeting (the prescribed-members’ requisition-and-the board’s default’s route), the court’s-and-regulator’s faces where the statute provides). The valid meeting’s procedure: the proper convening authority (the unauthorised meeting’s voidness), the notice (2.3), the time-and-place (the practical-and-accessible discipline; the electronic-hybrid’s modern faces), the quorum (2.5), the chairman (the meeting’s officer: the appointment, the conduct’s powers, the casting vote’s possibility), and the business’s competence (the agenda’s matters; the special-notice items’ flags).
2.3 Notice and Contents of Notice of Meeting
The notice’s anatomy: the proper authority’s issue (the board’s-and-secretary’s dispatch — the Unit 6 secretary’s function); the period’s discipline
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