1. Corporate secretaryship December 2003: Meeting
Presented by:
Siti nadwah Bt Talip

2. QUESTION 1(E)
You are the Company Secretary of Asterisk Sdn Bhd (“Asterisk”). The company will be convening its first Annum General Meeting and the Chairman has sought your views in respect of the following issues relating to the proxy form:
(i) Comma Sdn Bhd (“Comma”) is a shareholder of Asterisk. Comma has informed the Chairman that it will appoint one of its Directors to attend the Annual General Meeting. When must Comma lodge its proxy form with Asterisk and what alternative does Comma have if it is not able the proxy form within the stipulated time frame?
(ii) Is a proxy form still valid if it indicates a lower number of shares than what was stated in the Register of Members maintained by the company and why?

3. Section 149 (1) of CA 1965 permits a member to appoint proxy to attend meeting on his behalf. The proxy has the power to exercise the same authority as the member but he is not allow to vote by hand. Table A article 59 stated that proxy form shall be in writing by the appointer (in case of corporation, either under seal or under the hand of an authorized person).
Table A Art 61, prescribes that the time of lodgment shall be not less than 48 hours before the time of holding the meeting. In the case of a poll, the proxies shall be submitted not less than 24 hours before the time appointed for the taking of the poll. Any proxy shall be treated as invalid if it is deposited less than 48 hours or 24 hours (as the case may be) before the appointed time of meeting or the taking of poll.

4. If Comma Sdn. Bhd. is not able to lodge the proxy form within the stipulated time frame, it can appoint a “corporate representative” to attend the AGM as its representative. (section 147(3) of CA 1965)
It may be done through board resolution authorizing such person as the directors think fit as its representative either for a particular meeting or for all meeting. A certificate under the corporation’s seal shall be prima facie evidence of the appointment or revocation of appointment.
No proxy form is required to be executed for the appointment of a corporate representative but Comma sdn.bhd. is required to inform Asterish Sdn Bhd of the appointment. There is no time limit for the lodgment of the certificate so long as it done before the meeting. A corporate representative is not subject to restriction applicable to proxy.

5. The right to reject the proxy form deposited vested in the hand of the chairman provided that the form does not comply with requirement of the articles.
The secretary shall refer those proxy form which are not complete with the requirement to the chairman.
Any trivial irregularities may be waive by the company and the decision made by chairman is final
If time permitted, the form may be return to the member for amendment.

6. QUESTION 2
High Tech Berhad (“High Tech”) is a company listed on the Kuala Lumpur Stock Exchange. The company has adopted 31 December as its financial year end. In the year 2003, the company’s Annual General Meeting (“AGM”) was held on 28 May 2003.
Presently, the Board comprises eight Directors, namely Alex, Bill, Clarence, Damien, Eric, Fabian, Gabriel and Herman. Alex is the chairman of the company and will be turning 75 years old this year. Bill is the deputy chairman and will be turning 70 years old on 15 July He was re- elected a director of the company at the last AGM held on 28 May 2003 together with Clarence. Damien was appointed a director after the AGM in year 2003.

7. Both Eric and Fabian were respectively appointed directors of the company on 20 May 1995 and were last re- elected directors of the company at the AGM held in 2001, while Gabriel and Herman were appointed in 1997 and last re- elected directors at the AGM held in 2000.
At the forthcoming AGM to be held in 2004, the company intends to seek shareholders’ approval for payment of a substantial increase in directors’ fees amounting to RM 250,000 to compensate the directors for the additional work undertaken and responsibilities assumed by them. The amount of directors’ fees approved at the AGM held in was RM150,000.
Also at the forthcoming AGM, the company intends to declare a final dividend of
10% less tax at 28%.

8. The company has also recently been informed by its existing auditors, Messrs Black & Co that they will not be seeking re- appointment at the forthcoming AGM. The audit committee has proposed that Messrs Brown & Co be appointed auditors of the company in place of Messrs Black & Co.
Required:

9. (a) When is the latest date High Tech must hold its AGM in 2004 and why?
Section 143(1) stated that every company must held its AGM within 18 month after incorporation and within 15 month after the previous AGM.
However, according Section 169 of CA, every company must table it financial statement at its AGM within 6 month after the financial year end.

10. Thus, high tech must held its AGM within 6 month from its financial year end. Since it financial year end is on 31st December, the latest date for High tech BHD to held its AGM is 30th June 2004.

11. (c) Based on the information given above, draft an appropriate notice of meeting for the forthcoming AGM in NOTICE OF HIGH TECH BHD

12. (d) In view of the current economic condition, Alex is concerned that the shareholders may demand for a poll on the resolution for the payment of directors’ fees since it would be a substantial increase as compared to the fees paid last year. He has asked you to prepare a substantial polling form to be used at the forthcoming AGM. SUITABLE POLLING FORM

13. (e) What is the role of a scrutineer in the event a poll is demanded?

14. When voting is carried out by poll, it is necessary to have a scrutineer to verify that a poll to ensure it is conducted properly.
Normally, the person appointed as the scrutineer are the auditors and share registrar.
The scrutineers are responsible to count the poll and to ensure that no poll that is counted is invalid.

15. QUESTION 6
Albert is the newly appointed Chairman of Fair Trading Sdn Bhd. As the Chairman, Albert sought your advice as to the types of meeting that the company should convene on a regular basis and the requisites of a valid meeting.
(You may assume that the company is carrying on business as a going concern)

16. There are few types of meeting that are regularly convene by the company. they are:
Board Meetings
The management of the company’s affair is vested in the hand of the Board of director collectively. Although, delegation of power to an individual to transact certain business is possible, in general the business of the company in manage by the board.
the companies Act 1965 gives no provision expressly as to convening and conducting of BOD meeting. Only articles of the company regulate the matter relating BOD meeting.

17. • Annual General Meeting
Every company must hold their 1st AGM within 18 month after incorporation. Furthermore, a company must also held their AGM within 15 months after previous AGM and must held in each calendar year. (S.143 of CA 1965)
However, according to S.169 (1) of CA 1965,The company is required to tabled their financial statement within 6 month after the financial year end.
The AGM is a meeting done for shareholders by the company in order to communicate with the shareholder regarding any issues relating company management also and also introduce the board of director to them.
Furthermore, it is also to transact any business which require the shareholder approval either ordinary resolution or special resolution.

18. Extraordinary General Meeting
The CA 1965 does not insist directly that a company hold any other meeting except AGM. However, if it is necessary, a company held an extraordinary meeting in order to settle any urgent business which cannot be delayed to the next AGM.
Normally, an EGM is held to pass resolutions which are urgent and cannot be delayed till the next AGM. As the company affair been manage by the board, commonly, the authority to convene an EGM is vested in the hand of the BOD.
However, members may requisite an EGM (as the case may be) under section 144 or 145 of company Act 1965.

19. Requisites of a valid meeting
A valid meeting is a meeting which is properly convened following all rules and regulation stipulated in the Act, articles as well as listing requirement (for public listed company).
Valid meeting contain few elements:
Authority to convene meeting
Notice of meeting
Quorum

20. Must be properly convene
Since the affairs of the company primarily being manage by the BOD, the Board normally has the power to convene a valid meeting. however, there are other parties which may convened a valid meeting:
Section 144 of CA 1965 stated that a member holding not less than 10 % paid up capital or voting rights may make a requisition to instruct the BOD to held an EGM not more than two months since the deposit of the requisition.
If the company within 21 days fail to proceed to convene EGM, the requisitionist or any member representing more than half of total voting, may themselves convene the EGM and the expanse incur shall be carried by the company.

21. On the other hand, section 145 of CA stated that two or more member holding at least 10% of the issued share capital or 5% in number of members of the company, may convene an EGM. However, all the expanses shall be paid by the member themselves.
Lastly, under S 150 of CA 1965, stated that the court may convene a meeting if it is impractical to call the meeting any other way.

22. Must have a proper notice of meeting
A valid meeting must have a valid notice which shall be circulate to all member not less than 14 clear days or in case of passing special resolution not less than 21 clear days.
Clear days mean excluding date of meeting and date of distributing the notice.
The content of the notice also must follow the prescribe content under law. The usual contents are the place, date and time of meeting, nature of business, and if special resolution is passed, the intention of proposing as well as details on the resolution.

23. Must have enough quorum to muster a valid meeting
A quorum for a meeting may be defined as the minimum number of persons required to be present to constitute a valid meeting and to transact the business of the meeting.
If there is no quorum, any resolution passed is invalid.
S147 (1)(a) of CA 1965 provides that 2 member of the company personally present shall be a quorum.
table A Articles 47 provides that 2 member present in person or by proxy shall be a quorum for a meeting.

24. Must be conduct by a chairman
Every meeting needs a chairman. the basic role of chairman is to preside the meeting and to control and superintend the conduct of the meeting to enable those present to fulfill the function and purpose of the meeting in an order lawful manner.
The chairman shall be properly appointed and it is usually provided in the articles.
Table A article 49 provides that the chairman of the board shall be the chairman at every general meeting of the company.

25. Must not exclude any person prescribe by the law a to attend a meeting.
Every member is entitle to attend a general meeting of the company. moreover, the auditor of the company or his authorized agent is also is entitled to attend GM especially in matter concerning his capacity as an auditor.
Every member is entitled to appoint proxy to attend GM on their behalf and vote on poll on the members behalf.