What is annual general meeting (AGM) what is Annual Return (AR)? what is done at AGM in Singapore?
It is mandatory for all the Singapore-incorporated companies to hold an AGM or Annual General Meeting every year, unless it is specifically dispensed off. An AGM is a meeting of shareholders where the company’s financial statements are presented and decisions are taken regarding the company’s business. Shareholders ask questions regarding the company’s financial status and other business-related issues. It is also determined in an AGM that what proportion of the company’s profits is going to be paid as dividends to shareholders.
Under Singapore Companies Act, there are two requirements for an AGM:
Under Section 175, an AGM must be held every calendar year and the gap between two AGMs must not be more than 15 months
Under Section 201, every company is required to table its financial accounts with 6 months of Financial Year End.
There is a process of AGM.
A chairman of the meeting conducts the AGM, who is generally the chairman of the board of directors. A company with no chairman specified in its constitution can pick any member to regulate the meeting at AGM.
A Company Secretary prepares the necessary documents for an AGM.
The ordinary business of the company is repeated every year at an AGM. The ordinary business includes:
Appointing directors or auditors
Paying out dividends
Balance and accounts consideration and approval
Senior executives and directors remuneration
Any topic other than the topics mentioned above is the special business and must be mentioned in the notice of AGM. Any resolution that is not mentioned above will not be considered legally valid unless mentioned in AGM notice.
You are required to meet the minimum number of members who must attend the AGM. The minimum number of members is also called quorum. If your company’s constitution does not specify any minimum limit then the minimum number is two.
Make sure that proxies are properly appointed by any director or secretary on their behalf.
Make sure that all directors present documents that are required from their end such as director’s report, balance sheet, financial statements and in certain cases auditor’s report. A director must send this material with the notice of AGM so shareholders can prepare their queries regarding them.
Make sure that voting is conducted properly for different resolutions.
A transcript of the AGM must be created. The chairman of the company signed it.
The company must file its annual returns on BizFile+ after the AGM within 30 days.