AGM vs EGM

Transcript:

There are two 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 from 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 during the year 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!

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)

Legal English – Sommario delle Lezioni

• Legal English – Peter’s Pills – Lesson 54 – Pre-emption right vs Right of first refusal
• Legal English – Peter’s Pills – Lesson 53 – What do we mean by “agent” of a company?
• Legal English – Peter’s Pills – Lesson 52 – Voting at a meeting
• Legal English – Peter’s Pills – Lesson 51 – Contracts vs Deeds
• Legal English – Peter’s Pills – Lesson 50 – Executive and Non-Executive Directors
• Legal English – Peter’s Pills – Lesson 49 – Transfer of shares vs transmission of shares
• Legal English – Peter’s Pills – Lesson 48 – They, them, their for singular nouns
• Legal English – Peter’s Pills – Lesson 47 – Jointly and severally
• Legal English – Peter’s Pills – Lesson 46 – Invoice words
• Legal English – Peter’s Pills – Lesson 45 – Quotation
• Legal English – Peter’s Pills – Lesson 44 – Gazumping and Gazundering
• Legal English – Peter’s Pills – Lesson 43 – English words that the English do not understand
• Legal English – Peter’s Pills – Lesson 42 – Easement vs Profit à prendre
• Legal English – Peter’s Pills – Lesson 41 -er, -or and -ee names
• Legal English – Peter’s Pills – Lesson 40 – The Objects Clause
• Legal English – Peter’s Pills – Lesson 39 – When is Latin hot, and when is it not?
• Legal English – Peter’s Pills – Lesson 38 – Default
• Legal English – Peter’s Pills – Lesson 37 – Company Agent
• Legal English – Peter’s Pills – Lesson 36 – Injunction (false freind)
• Legal English – Peter’s Pills – Lesson 35 – Mortgage
• Legal English – Peter’s Pills – Lesson 34 – Freehold, Leasehold and Commonhold estates
• Legal English – Peter’s Pills – Lesson 33 – Transferor, Transferee and Transmittee
• Legal English – Peter’s Pills – Lesson 32 – Tax evasion, tax mitigation and tax avoidance
• Legal English – Peter’s Pills – Lesson 31 – Numbers
• Legal English – Peter’s Pills – Lesson 30 – Ordinary resolutions vs special resolutions
• Legal English – Peter’s Pills – Lesson 29 – AGM vs EGM
• Legal English – Peter’s Pills – Lesson 28 – A going concern
• Legal English – Peter’s Pills – Lesson 27 – Collocations: Violate, breach, break, disobey and infringe
• Legal English – Peter’s Pills – Lesson 26 – Company meeting words
• Legal English – Peter’s Pills – Lesson 25 – Mortgagor vs Mortgagee
• Legal English – Peter’s Pills – Lesson 24 – Fixed charges vs Floating charges
• Legal English – Peter’s Pills – Lesson 23 – Doctrine
• Legal English – Peter’s Pills – Lesson 22 – Construe
• Legal English – Peter’s Pills – Lesson 21 – Sign vs Execute
• Legal English – Peter’s Pills – Lesson 20 – The closing statement
• Legal English – Peter’s Pills – Lesson 19 – Writing Business Emails
• Legal English – Peter’s Pills – Lesson 18 – Limited companies
• Legal English – Peter’s Pills – Lesson 17 – Annual Accounts
• Legal English – Peter’s Pills – Lesson 16 – Meetings
• Legal English – Peter’s Pills – Lesson 15 – Attorney-at-law vs Attorney-in-fact
• Legal English – Peter’s Pills – Lesson 14 – Here and there compounds
• Legal English – Peter’s Pills – Lesson 13 – Subject Matter
• Legal English – Peter’s Pills – Lesson 12 – The clear days rule
• Legal English – Peter’s Pills – Lesson 11 – Shareholder, Member or Holder of shares?
• Legal English: Peter’s Pills – Lesson 10 – Competition Law
• Legal English: Peter’s Pills – Lesson 9 – Lasting Power of Attorney
• Legal English: Peter’s Pills – Lesson 8 – Guardianship
• Legal English: Peter’s Pills – Lesson 7 – Damage vs Damages
• Legal English: Peter’s Pills – Lesson 6 – Legal Doublets
• Legal English: Peter’s Pills – Lesson 5 – Escrow

Peter Liebenberg

Peter Liebenberg è uno specialista nella formazione delle persone nella conoscenza della lingua inglese. Ha creato molti corsi nel campo dell’inglese per professionisti, tra cui English for banking, English for business e English for Insurance, ma ha sempre avuto un debole per l’inglese legale. Altri corsi che ha creato comprendono Phrasal Verbs I e II. Quando Peter non fa formazione, corre a Parco Sempione, crea arte nel suo studio sulla Martesana e fa volontariato.