AGM Minutes template

This easy to edit and printable template in Word (Docx) will support you in setting up and running your annual general meetings (AGMs). This AGM minutes example includes an agenda, meeting minutes, and a meeting notice. The document is an example only. You always need to check whether the AGM you need to realize includes all the legal requirements needed based on your organization'slocation and legal entity type

What is an Annual General Meeting?

An annual general meeting (AGM) is a mandatory yearly gathering of an organization's shareholders. All shareholders in the organization can attend. At a so-called AGM, the directors of the organization present an annual report that includes information for shareholders about the organization's (financial) performance and strategy. Also commonly referred to as the OGM (Ordinary General Meeting), the general meeting, or the shareholders’ meeting.

At this meeting shareholders with voting rights will vote on resolutions, such as appointments to the organization's board of directors, compensation, dividend payments, and the selection of auditors.

The following chapters and article examples are included in the provided document that includes several AGM samples:

• Agenda
• Tips: What is to be expected of the Chair at an AGM (including procedure and what to say)
• Opening of the meeting
• Financial Statements and Auditors report
• Auditor (Selection of the Auditor)
• Election of Director
• Other business
• Meeting closure
• Discharging the members of the Board of Directors and the President & CEO from liability
• Deciding the remuneration of the members of the Board of Directors
• Election of the Chair, the Vice Chair, and the members of the Board of Directors
• Authorization for the Board of Directors to decide on donations

What is an Extraordinary General Meeting (EGM)?

This is a shareholders’ meeting that is held especially to deliberate on a specific issue, for example, an amendment to the company constitution. It is called an ‘extraordinary’ general meeting to distinguish it from an AGM, as it is not held every year. The rules governing an EGM may also differ from an AGM – for example, it may be that there is a higher threshold for a vote to carry.

What are Articles of Association?

Also referred to as the company constitution. This will outline some of the rights shareholders in the company have, as well as the role of the company directors, procedures for the dissolution of the company, and other information.

What is a Proxy?

A proxy representative is someone appointed by a shareholder, to attend the meeting on their behalf. The shareholder may issue instructions to the proxy on how to vote on a resolution, or give them a question to ask the executive board.

What are Resolutions and Motions?

Resolutions are the means by which company directors and shareholders make decisions. Most resolutions will pertain to the governance of the company. For example, companies may propose a resolution to reappoint one of the company’s directors, to approve the remuneration package, or to approve the shareholder dividend. A proposed resolution may be referred to as a motion. Once the motion is passed, it becomes a resolution of the shareholders’ meeting. Resolutions can be divided into two categories - ordinary resolutions (passed by a simple majority) and special resolutions (passed by a supermajority).

What is a Shareholder Resolution?

This is a resolution proposed by a shareholder or group of shareholders. These are distinct from company resolutions, which are proposed by the company. Shareholder resolutions may relate to any issue of concern to a shareholder about the business of the company. Filing a shareholder resolution is a time consuming but powerful tool for campaigners. The motion and accompanying information will be included in the information sent to all shareholders in advance of the AGM, which is powerful for raising awareness of the issue. It can also be used to prompt engagement with the company, who may seek to get the motion withdrawn and deal with the issue it raises, rather than see the motion put to a vote.

AGM and COVID-19

In response to the COVID-19 pandemic, securities regulators in many countries have published guidance that affords publicly listed companies greater flexibility regarding the type of annual general meeting (AGM) they can hold as well as when it can be held.More information can be found at the following links:

• AGMs and impact of Covid-19 (ICSA)
• COVID-19 Annual General Meetings (AGMs) - KPMG