Add Agenda Item AGM Hong Kong
Can a Shareholder Add an Agenda for AGM
A shareholder in a Hong Kong company can add an agenda item for the Annual General Meeting (AGM). However, there are some specific requirements and procedures to follow:
Requirements:
The shareholder must be entitled to vote at the AGM. This generally means they must hold a certain number of shares in the company.
The proposed agenda item must be relevant to the company's affairs and not be frivolous or vexatious.
The shareholder must submit their proposed agenda item in writing to the company's registered office a specified number of days before the AGM. The exact number of days will depend on the company's articles of association.
Procedure:
The shareholder submits their proposed agenda item in writing to the company's registered office, along with any supporting documents.
The company's board of directors reviews the proposed agenda item and decides whether to include it in the AGM agenda.
If the board of directors approves the proposed agenda item, it will be included in the notice of the AGM sent to shareholders.
If the board of directors rejects the proposed agenda item, the shareholder may have the right to appeal the decision to the court.
Additional considerations:
The shareholder may be required to provide a statement of their intentions regarding the proposed agenda item.
The company may charge the shareholder a fee for submitting a proposed agenda item.
The shareholder may be able to withdraw their proposed agenda item at any time before the AGM.
It is important to note that the specific requirements and procedures for adding an agenda item to an AGM in Hong Kong may vary depending on the company's articles of association and the applicable laws.
What can Shareholders Ask at an AGM
Shareholders can ask a wide range of questions at an Annual General Meeting (AGM). These questions can pertain to various aspects of the company's operations, financial performance, and future plans. Some common topics include:
Financial Performance: Questions about the company's profits, losses, revenue, expenses, and dividend policy.
Board of Directors: Questions about the qualifications, experience, and remuneration of board members.
Executive Compensation: Questions about the salaries, bonuses, and other benefits of top executives.
Corporate Governance: Questions about the company's governance practices, including internal controls, risk management, and ethical standards.
Strategic Direction: Questions about the company's long-term strategy, business plans, and growth prospects.
Social Responsibility: Questions about the company's environmental, social, and governance (ESG) initiatives.
Acquisitions and Disposals: Questions about the company's plans for mergers, acquisitions, or divestitures.
Legal and Regulatory Matters: Questions about any legal proceedings, regulatory investigations, or compliance issues facing the company.
While shareholders have the right to ask questions, they should be respectful and avoid asking questions that are irrelevant, offensive, or disruptive. The AGM is an opportunity for shareholders to engage with the company's management and gain insights into its operations, but it should be conducted in a professional and orderly manner.
Specific Procedures for Asking Questions at an AGM
The specific procedures for asking questions at an AGM can vary slightly from company to company, but the general process is as follows:
Identify the Question Session: The AGM typically includes a designated time for shareholder questions. This is usually announced during the meeting.
Raise Your Hand: When the question session begins, raise your hand to indicate that you wish to ask a question.
Be Recognized: The chairperson of the meeting will recognize you by calling on your name or pointing to you.
State Your Question Clearly: Once recognized, state your question clearly and concisely. Avoid rambling or going off-topic.
Wait for the Answer: After you have asked your question, the chairperson will direct it to the appropriate person, usually a member of the board of directors or senior management.
Follow-up Questions: If you are not satisfied with the answer, you may be able to ask a follow-up question. However, this will depend on the time available and the discretion of the chairperson.
Additional Tips:
Be Respectful: Avoid asking questions that are offensive, irrelevant, or disruptive.
Be Concise: Keep your questions short and to the point.
Be Prepared: If you have a complex question, consider writing it down in advance.
Be Patient: If you are not able to ask your question during the AGM, you may be able to contact the company directly afterwards.
The AGM is an opportunity for shareholders to engage with the company's management and gain insights into its operations. By following these procedures and asking thoughtful questions, you can help to ensure that the company is accountable to its shareholders.
What are the Mandatory Agenda for AGM
The mandatory agenda items for an Annual General Meeting (AGM) in Hong Kong are typically specified in the company's Articles of Association. However, there are some general requirements that must be met:
Mandatory items:
Adoption of the Annual Return: The company must present the Annual Return for the preceding financial year for adoption by the shareholders.
Approval of the Financial Statements: The company must present the audited financial statements for the preceding financial year for approval by the shareholders.
Declaration of a Dividend: If the company intends to declare a dividend, it must propose a resolution for the shareholders' approval.
Re-election of Directors: Unless otherwise provided in the Articles of Association, all directors must be re-elected at the AGM.
Appointment of Auditors: The company must appoint auditors to audit its accounts for the current financial year.
Consideration of any Special Resolutions: If any special resolutions have been proposed, they must be considered and voted upon at the AGM.
Additional items:
Reports from Directors and Auditors: The company may present reports from the directors and auditors to the shareholders.
Other Business: The company may consider any other business that is properly brought before the AGM.
It's important to note that the specific mandatory agenda items may vary depending on the company's Articles of Association and the applicable laws. Shareholders should consult the company's Articles of Association or seek legal advice for more specific information.
How Bestar can Help
Bestar can provide invaluable assistance in various aspects of the AGM process, including:
Pre-AGM Preparation:
Drafting the Agenda: We can help draft the agenda for the AGM, ensuring that it complies with legal requirements and company bylaws.
Preparing Notices: We can assist in preparing and sending notices to shareholders, ensuring that all necessary information is included and that the notices are sent in a timely manner.
Providing Guidance on Resolutions: We can provide guidance on the drafting and submission of resolutions, including special resolutions that require a higher level of approval.
During the AGM:
Advising on Procedures: We can advise the chairperson on the proper procedures for conducting the AGM, including the voting process and the handling of questions from shareholders.
Assisting with Resolutions: We can assist in the voting process for resolutions and ensure that the results are accurately recorded and announced.
Providing Professional Advice: We can provide professional advice on any matters that arise during the AGM, such as disputes or challenges to the proceedings.
Post-AGM Follow-up:
Preparing Minutes: We can help prepare the minutes of the AGM, ensuring that they accurately reflect the proceedings and decisions made.
Filing Required Documents: We can assist in filing any required documents with the relevant authorities, such as the Companies Registry.
Addressing Shareholder Concerns: We can help address any concerns or complaints raised by shareholders after the AGM.
In summary, Bestar can play a crucial role in ensuring that the AGM is conducted smoothly and in compliance with all applicable laws and regulations. Our expertise can help to avoid legal issues and ensure that the company's interests are protected.
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