Holding Annual General Meetings (AGM)
1. What is an AGM?
An annual general meeting (AGM) is a meeting where your company is to present its financial statements (accounts) to shareholders (members). Shareholders can then ask questions about the health of your business and status of finances. An AGM is therefore an important opportunity to address their concerns.
All companies in Brunei Darussalam are required to hold AGMs.
The date of your company's AGM is declared to Registry of Companies and Business Names division, Ministry of Finance and Economy (ROCBN) when filing your company's Annual Return online.
2. The process of an AGM
During an AGM, the company presents its financial statements to members, and answers any queries on the business and status of finance.
AGMs are conducted under the direction of the chairman of the meeting, who is usually the chairman of the board of directors. If your company's Constitution does not specify a chairman to regulate the meeting, any member can be elected at the AGM to fulfil the role.
Your company secretary – or an appointed secretarial service – is required to prepare any necessary documentation for the AGM (e.g. the company's Memorandum and Articles of Association [M&A]).
Please note the following when conducting your AGM.
i. Other than ordinary business, the meeting should only deal with resolutions for which notice has been given.
Ordinary business is defined in your company's Articles, and may include subjects such as:
- Dividend pay-outs
- Appointment of directors/auditors
- Remuneration for senior executives and directors
- Consideration of accounts and balance sheets
Subjects other than these may be considered special business.
Any resolutions at the meeting, other than ordinary business, should have been mentioned in the Notice of the AGM.
[Note] If you vote on a topic that was not mentioned in the notice, the resolution may not be legally valid. This is because a member with voting rights may be absent during the meeting, and have no knowledge of the matter.
Note that members also have the right to propose resolutions for the meeting.
However, they must bear the expense of circulating such resolutions.
ii. 2. Make sure you meet the quorum
The quorum is the minimum number of members who must attend the AGM, for it to be considered valid.
If the quorum is not specifically stated in your company's Memorandum and Articles of Association, the minimum number is two members (or their proxies).
iii. 3. Ensure proxies are properly appointed.
A proxy can attend and vote on behalf of a member at the AGM. The proxy does not need to be a member of your company.
The procedure for appointment of a proxy should be in your company's Memorandum and Articles of Association; the procedure may be applicable for all meetings, or only for the current meeting.
Ensure that the procedures have been followed by members using proxies.
iv. 4. Ensure the proper laying of accounts.
Directors are responsible for presenting documents such as:
- Financial statements
- Balance sheets
- Director's report
- Auditor's report (if applicable)
These materials should also be sent with the Notice of the AGM, at least 21 days prior to the meeting. This will allow members to prepare questions for the directors.
v. 5. Ensure proper voting on various resolutions.
Your company's Memorandum and Articles of Association covers the voting rights of members, as well as the procedures for voting.
Usually, all members have the right to vote, barring exceptional circumstances (e.g. a member who has not paid up for shares issued to them, when notified by the company, may be denied the right the vote).
Voting is done by a show of hands or a poll; but note that proxies are usually not allowed to vote by a show of hands, unless the company's Memorandum and Articles of Association allows this.
vi. 6. Closing your AGM
The minutes of the AGM must be recorded in writing, and signed by the company chairman. The company must then file its Annual Returns online (see our guide on filing Annual Returns for more information).
3. Sending notice of the AGM
When convening an AGM, you must send a written Notice of the AGM to all members. This includes:
- The estates of any deceased members
- The Official Assignee (OA) overseeing any bankrupt members' affairs
- The current auditor of the company
- Any other persons specified in the company's Articles
The minimum notice period is 21 days, though the Memorandum and Articles of Association may provide for a longer/shorter period of notice. The notice period can also be shortened, with the agreement of all the members entitled to attend and vote.
Details to include in the notice
- Date, time, and venue of the AGM
- Details of any resolutions to be passed
- Notice of a member's right to appoint a proxy (for members who cannot attend in person)
- Ordinary business to be transacted
- Copies of the financial statements, balance sheet, and director's or auditor's report
Serving the notice to members
Notices may be served personally, by post, by e-mail and other forms of electronic communications, or by any other means permitted by the Memorandum and Articles of Association.
A special notice is required under certain circumstances, such as the removal of directors or auditors. Such a notice must be served to members at least 28 days before the date of the meeting.