Annual General Meetings are general meetings which are held once a year at which specific matters are discussed. AGMs are a vital event for any company as they provide a platform for shareholders, directors, and management to discuss the company’s performance and future strategies. The law that governs AGMS in Zambia is the Companies Act no.10 of 2017 (the “Companies Act”). According to section 58 of the Companies Act, the following are required to be discussed at an AGM:

• Consideration and Approval of Financial Statements;
• The declaration of a Dividend;
• The consideration of the Directors’ and Auditors reports;
• The election of directors in place of those retiring;
• The fixing of the remuneration of the editors; and
• The appointment of auditors and the fixing of their remuneration.

Section 57 of the Companies Act mandates that AGMs should be held within 90 days after the end of each financial year of the company.

Proper planning and execution are crucial for a successful AGM to be held. This article outlines a comprehensive checklist for companies to follow when organising an AGM to ensure a seamless AGM. Below are some of the tips to be aware of:

1. Prepare in Advance

State the date and venue: choose a convenient date and secure the venue well in advance. Ensure that it is a venue accessible for stakeholders as well as ensure that the venue is big enough to accommodate a minimum number of individuals.

Notify shareholders: send out formal invitations and notifications to all shareholders, including the date, time, and location of the AGM, as well as the agenda. This also includes identifying who is eligible to attend the AGM.

Prepare the Agenda: Develop a detailed Agenda covering all necessary topics, including financial reports, election of directors and any other significant business matters.

Tabulate Action Items from Previous Minutes:  for matters arising from the previous minutes it is important to prepare all action items which arose.

2. Ensure Compliance

Review Legal Requirements: It is crucial to familiarise yourself with the legal requirements related to AGMs in your jurisdiction. This may include notice periods, requirements etc. In Zambia’s jurisdiction for instance, a company is required to hold, within 90 days after the end of each financial of a company, to hold an AGM under section 57 of the Companies Act.

Prepare Financial Statements: Make sure that all the financial statements, including the balance sheet and income statement as well as the annual report, are audited and ready for report.

Proxy Voting: If certain shareholders will be unable to attend the meeting in person, information regarding proxy voting should be relayed to them. Ensure that the proxy forms are included in the meeting notice.

3. Organise Meeting Materials

Compile Reports: Gather all the necessary reports, including the chairman’s reports, financial statements and CEO’s report.

Prepare Your Presentations: create presentations that will accompany your reports. Ensure that your presentations are clear, concise and also visually engaging to ensure the full attention of the attendees.

Distribute Documents: Send the agenda, together with your annual report and the other relevant documents to the shareholders ahead of the meeting to give them ample time to review the documents.

4. Plan Logistics

Arrange Technology and Check Equipment: ensure to set up all the required technology for presentations, and recording of meetings if needed and ensure all of your equipment is working correctly, you can do this by conducting a test run. This is an essential step as it prevents possible technical difficulties during the AGM.

Organise Seating: Arrange the seating to accommodate all attendees comfortably. Ensure that your layout facilitates discussion as well as engagement.

5. Conduct the Meeting

Follow the agenda:  Ensure that you stick to your agenda and effectively manage your time to make sure that every item on your agenda is given adequate attention.

Facilitate Discussions: allow for all voices to be heard and respected during the AGM by encouraging an open discussion and allowing questions by the shareholders.

Record Minutes:  Appoint a secretary who will take detailed minutes of the meeting, capturing all key points, decisions, and action items.

6. Post Meeting Actions

Distribute Minutes:  Have the minutes taken during the meeting sent to all shareholders and attendees as soon as possible after the meeting.

Follow up on Actions: Ensure that any decisions made or actions agreed upon during the AGM are followed up and implemented.

Evaluating the Meetings: Get feedback from all attendees if possible, to identify any areas of improvement for better AGMs in the future

In conclusion, holding a successful AGM requires rigorous planning, clear communication, and an effective execution. By following this comprehensive checklist, companies can ensure that their AGM will run smoothly, fulfil legal requirements, and provides a valuable forum for shareholder engagement and corporate governance.

For more information about AGMs and holding company meeting visit our website and subscribe to our newsletter.