Corporate Governance: Shares and Shareholders

Company Shares and Shareholders

• A share is a unit into which the proprietary interest of a company is divided.
• A shareholder is a holder of a share issued by the company, entered into the register, and is entitled to vote regardless of the form, title, or nature of the securities.

Annual General Meeting (AGM)

• The first AGM must take place no more than 18 months after the date of incorporation.
• Subsequent AGMs must take place within 15 months of the last AGM.
• The Companies Tribunal can grant an extension on good cause.
• The AGM deals with:
  • Director's report
  • Audited financial statements
  • Audit committee report
  • Election of directors
  • Appointment of auditor and audit committee
  • Any matters raised with or without notice to the company

Record Date

• The record date is the date on which the company determines shareholders' identity and shareholdings for the purpose of the Act, and determines shareholders' rights.

Quorum

• Quorum is the minimum number of persons required to be present before the meeting can commence.
• The default legislative position is 25%.

Proxy

• A proxy is a person appointed to represent a shareholder at a meeting.

Casting Vote

• A person's voting power is determined by the voting rights that may be exercised in connection with a matter as a percentage of all voting rights.
• Voting rights are the rights of any holder of securities to vote in connection with a matter.