This is a sample run sheet for the chair of an annual general meeting (AGM) for an unlisted public or proprietary company. Each heading is accompanied by an explanation of the purpose of each section of the meeting. KEY = Explanatory Notes (These notes explain the purpose of each section of the meeting and are provided for education only. The explanatory notes should not appear in any run sheet.) [COMPANY NAME] [Company name] A.B.N. XX-XXX-XXX-XXX Annual general meeting chair run sheet for a public unlisted or proprietary company Unlisted public company please refer to s 9 of the Corporations Act (the Act) Large proprietary company please see s 45A(3) of the Act for the definition Small proprietary company please see s 45A(2) of the Act for the definition Company limited by guarantee please see s 45B of the Act While much of the company s business is managed by or under the direction of the directors, there are some matters which are required to be dealt with by members. The annual general meeting (AGM) is a type of general meeting that is a statutory requirement for some companies (public unlisted and listed). The issues to be covered at the AGM might be related to those powers retained by members under the (the Act or the constitution of the company. Unlisted public company Section 250N of the Act requires that a public company must hold an AGM within 18 months after its registration, and then at least once in each calendar year, and within five months after the end of its financial year. This requirement does not apply to public companies with only one member. Proprietary company Proprietary companies are not required to hold an AGM, unless the constitution provides otherwise. Nonetheless, an AGM may be an appropriate vehicle for all types of organisations seeking to take reasonable steps to be accountable to their members, and allow them with an adequate opportunity to raise concerns about how the company is run. Both public unlisted and proprietary companies can hold members meetings see Part 2G.2 of the Act for details in that regard. The chair run sheet is an important document in guiding the chair through the logistics and content of the AGM or other meeting, in particular a members meeting. The chair will often be supported by the company secretary, who usually has the primary duty of organising and overseeing the company s entire AGM process and other members meetings. Each company will determine the appropriate agenda for their meetings and will structure their meeting accordingly. This document provides an example of the relevant components to consider, but does not recommend any particular order or process. Companies should ensure that they refer to the constitution when determining procedures for the AGM and other members meetings. Some proprietary companies do not have constitutions, and therefore, the companies may rely on the replaceable rules in the Act. Meeting information Date: [date] Meeting commences: [time] Registration opens: [time] Location: [address] Board members should be at the venue no later than [time] prior to the meeting for a briefing. It is important to highlight for the chair the relevant information about the meeting to be held, including the date, time and location. Board members may be asked to attend prior to the meeting so as to be informed of any particular issues which might arise during the meeting, and how these might be addressed.
Registration All securityholders and guests will be registered at the registration desk. All securityholders will be given A [colour] coloured voting card if they wish to vote or revoke their proxies and vote on the day A [colour] coloured admission card if they have already voted prior to the meeting. Any guests will be handed a [colour] coloured admission card. Guests are not permitted to participate in the question and answer session of the meeting. Full guest registration is necessary and will be monitored. Depending upon the size of the particular company, this process can be more or less formal, as is required. Securityholders, guests and other attendees at the meeting should be identified and registered. The company may form a policy as to who can attend the company s AGM and they may wish to implement their own policy accordingly. The company may wish to accommodate the media and ensure that they are seated close to the chair, and have also been provided with a typed copy of the chair s speech, which should be fully prepared beforehand. Commencement of meeting The meeting will start at [time]. At the lectern will be the chair. Seated at the panel table will be the directors of the board and the company secretary, including: 1. [name] 2. [name] 3. [name] etc Chair welcome Good afternoon and welcome to the annual general meeting of [company name]. I have been informed that there is a quorum present and I am pleased to declare the meeting open. The chair will usually address the meeting first, noting that there is a quorum present and declaring the meeting open. A quorum is the minimum number of persons whose presence is required in order that business may be validly transacted. Where the company s constitution does not make any other provision, the quorum is two members for most companies (s 249T, a replaceable rule), and only a single member, for a single member proprietary company (s 249B, a replaceable rule).: The chair s role is to ensure that a quorum is present at all times during the meeting. The chair s address will usually spell out the formal business to be conducted at the meeting, and also introduce the directors of the board and any other staff or dignitaries as required. The chair will also usually introduce the company s share registry provider (if relevant), and the company s external auditors and lawyers (as necessary). Depending upon the size of the company, the chair may also briefly address the company s performance and strategic plans for the future or other relevant topics. For the chair and the chief executive/managing director, this may be done via a presentation. The chair will advise the meeting that voting is restricted to the number of shares each securityholder holds in the issued capital of the company and those members are registered. Proxies The chair will advise the meeting of the number of proxies received at the office of the company not later than [time must be at least 48 hours before the meeting: s 250B(1)] and that the [number] represents a total of [number of shares] or [percentage] of the issued shares. The chair will declare those proxies valid for the purpose of voting at the meeting and table them. The proxies may be directed or undirected and disclosure as to that is required on each vote to be cast on a resolution. Polls The chair will advise the meeting that the percentage of votes that members have on a poll is [insert percentage] confirmed as at midnight prior to the meeting (s 250L(4)).
Chief executive/managing director speech I will now hand over to our [chief executive] [managing director] for their speech. Many companies will ask their chief executive or managing director to speak on the operations of the company. Question and answer session I would now like to open the floor to general questions for the board and management. You will have opportunities to ask questions pertaining to each resolution when we get to the formal business of the meeting. In fairness to all securityholders, could I ask that you restrict yourself to no more than two questions at any one time. Could I ask that you please identify yourself and speak clearly into the microphone when asking your question. The chair will be the primary person to regulate the question and answer session of the meeting. Section 250S of the Act requires that the chair allow a reasonable opportunity for members as a whole to ask questions about or make comments on the management of the company. The failure to do so is regarded as a strict liability offence under the Act. The chair is also charged with the preservation of order of the meeting. In certain circumstances this might require the chair to: prevent the undue influence with a speaker caused by heckling, making offensive statements or imputing improper motives call on speakers making offensive statements or imputing improper motives to withdraw and apologise and resume their seats require speakers who are unduly longwinded or who do not keep to the point under discussion to resume their seats call any person to order and, if the person persists in being disorderly, they may call on them to withdraw remove, or order the removal of, any disorderly or interruptive person and determine to keep them excluded (a matter of last resort that may give rise to a challenge any defect or irregularity of meeting may offend natural justice or procedural fairness), or adjourn the meeting for a short period or until another day and leave the chair when it is impossible to maintain order not answer questions beyond what the notice of meeting states in its explanatory memoranda. See Governance Institute s Good Governance Guide: Policy to promote effective communication at general meetings (including question time at the AGM). Formal business of the meeting Notice of meeting Ladies and gentlemen, we will now progress to the formal business of today s meeting. I have been informed that a notice of meeting was sent to all registered members within the notice period required. Copies are available on request. I now table the notice of meeting, and unless there are no objections, I will take the notice convening this meeting as read. The minutes of the [previous year s] annual general meeting, being in order, were signed by the chair and are tabled for the information of shareholders. A company s notice of meeting details the general nature of business to be covered at the meeting. Section 250R of the Act details those items of business that may be considered at the AGM even if it is not included in the notice. The notice period for AGM notices is 21 days. The notice period may be reduced by agreement of all members beforehand.
Admission/voting cards Members who have received a [colour] coloured voting card are entitled to vote. You should have received this at registration before the meeting. Those in possession of either a [colour] coloured voting card or a [colour] coloured non-voting card are welcome to ask questions, while those with a [colour] are kindly requested to only observe during this next part of the meeting. If you have not received the correct card, please go to the registration desk where a representative will assist you. All members will be provided with a reasonable opportunity to speak. May I ask that you please keep your questions related to the matter at hand and as succinct as possible? Companies will need to establish and maintain procedures to appropriately manage the voting process, and in particular any voting exclusions which might be relevant to proceedings. These processes will help the company to minimise the risk of excluded votes being cast or counted as well as ensuring that all eligible votes are included. Generally, unless the constitution provides otherwise, s 250E(1) of the Act provides that each share carries one vote. Section 250(E)(3) provides that the chair has a casting vote whether the vote is by a show of hands or poll, and subject to the terms of the constitution. Having robust voting processes provide the chair with the confidence to be able to declare a result at the conclusion of the resolution based only on those votes which are permitted under the law to be counted. See Governance Institute s Managing voting exclusions on remuneration-related resolutions. Voting on resolutions Voting will be by a show of hands unless a poll is called or required and I will ask that each securityholder and/or proxy holders hold up their [colour] coloured voting card to indicate their vote. I have been advised by our share registry that all proxies received have been checked and I declare them valid for voting at this meeting. Resolutions [number] to [number] are ordinary resolutions meaning that to pass they require more than 50 per cent of the votes cast by members entitled to vote on the resolution to be carried. Resolutions [number] to [number] are special resolutions meaning that to pass they require 75 per cent of the votes cast by members entitled to vote on the resolution to be carried. The Act does not specify the method of voting other than by a show of hands or by poll. The company will decide, in line with its constitution which approach is appropriate for the company. If the company s constitution is silent, the general law position is that a show of hands should be used to vote. Under s 250J(1A) (replaceable rule), before the vote is taken, the chair must disclose the proxies and how they are to be voted and directed before the vote on the resolution (s 250J(1A)).. A poll may be demanded either prior to the vote, before the results on a show of hands are declared or immediately thereafter (s 250L(3)). Advise the meeting if the chair has a casting vote in addition to any vote that the chair has for a member (s 250E(3)). Advise the meeting that any challenge to a right to vote is declared to be valid and any vote final (s 250G(b)). The role of the chair is to announce that the resolution is to be decided by a show of hands before it is put. They will then ask members to raise their cards whether they are in favour, or against the resolution. This is usually followed by a declaration that the resolution has been either carried or lost. The chair may call for a recount, even after declaring the result. A member cannot order a revote. Calling a poll I will exercise my option as chair to declare a poll on this motion. Are there any questions before I adjourn the meeting for the purpose of conducting a poll on this item? You will have been provided with a separate voting card for this purpose. To cast your vote for, against, or abstain from voting on the item, place a mark in the corresponding box on your ballot paper. If you place a mark in more than one box in relation to a resolution, your vote for that resolution will be invalid. If you are voting in more than one capacity, for example as a shareholder and a proxy holder, you will have received two separate voting cards enabling you to vote in each capacity.
May I now ask that you complete your voting card and provide to the staff coming around to collect. Thank you, I now declare the poll closed. I will now move on to attending to the remaining business of the meeting, while the results of the poll are being counted. The organisation may consider it appropriate to call a poll in certain circumstances many listed public companies are using a poll for voting on all resolutions. It may be necessary for the chair to adjourn the meeting in order to allow for the counting of the votes and result of the poll; however, this is not common practice. Items Financial statements and reports To table and note the financial report, the directors report and the auditor s report of the organisation and its controlled entities for the financial year ended [date]. The chair may wish to provide members with the opportunity to discuss the financial statements and reports. Election of directors To consider and, if thought fit, pass the following resolution as an ordinary resolution of the organisation That [name], being a director who was appointed by the directors on [date] and whose appointment as a director expires at the conclusion of the annual general meeting of the [company name] and, being eligible, offers [himself/herself] for election, be re-elected as a director of the [company name]. For each of the resolutions required to be put to the meeting, the chair will be required to: provide for members to ask questions, for example, in relation to the auditor s report and the financial results, and put the motion to vote, ask for all those in favour, and against to vote, and declare the motion carried or defeated as an ordinary or special resolution as required. Adjournment of meeting Are there any further questions before I adjourn the meeting for the purpose of conducting a poll on Items [number]? It may be necessary for the chair to adjourn the meeting where the results of a poll are still being counted. Reconvening of meeting Ladies and gentlemen, I declare the meeting reconvened, note a quorum present and would now like to disclose the results of the poll for the amendment to Item [number]. The reconvening of the meeting allows for the results of the poll to be announced and officially recorded for the meeting. Close of meeting Ladies and gentlemen, this concludes the formalities and I now declare the meeting closed. I thank you for your attendance and contribution today. Thank you. OR As there is no further business, I now close the meeting. Thank you securityholders and others for attending the meeting. I extend an invitation to join the board for light refreshments, where you can ask either the board or senior management any further questions that you may have. It is important that the chair appropriately close the meeting, so that this information can be officially recorded for the meeting.