What is the role of the annual general meeting document?

The minutes of meeting are a mandatory document, which must be drawn up during each general meeting of a company. This annual general meeting document summarize the subjects discussed and the results of the deliberations. They must be signed and initialed by all the partners. The minutes of meeting are an element of proof of the holding of the meeting by the shareholders in accordance with the company’s articles of association and allow the identification of the shareholders present, represented or absent.

In addition, the annual general meeting document constitute a record of the decisions taken at the meeting and the actions that the company will have to take in the future. It is therefore a documentary evidence for the auditors; a record of the powers granted to certain persons during certain transactions. The annual general meeting document is usually taken by the company secretary, but this role can also be assumed by any company officer present at the meeting.

What is the importance of the annual general meeting document?

The annual general meeting document serve as a summary of the proceedings of the meeting for all directors, members and shareholders who attended or were unable to attend the meeting, indicating who made what decision(s) and why, and who is responsible for acting on them. This allows members and shareholders to review the proceedings of the meeting.

By being conclusive evidence of the responsibility assigned and authority given to specific officers, the officers can be identified in the event of a breach of duty.

The annual general meeting document is also legal documents that the company’s auditors rely on to verify who approved transactions at the meeting.

In Singapore, every company (whether private or public) is required to keep minutes in books (i.e., minute books) within one month after the meeting. The annual general meeting document is bound together and recorded by the secretary of the company. Indeed under Section 189 (1) of the Companies Act 1967, the annual general meeting document must be kept by the company at its registered office, or at the company’s principal place of business in Singapore, and must be open to inspection by any shareholder without charge. Such meetings may be shareholders’ meetings, e.g. special general meetings or board of directors’ meetings.

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How do I record annual general meeting document?

Regardless, ideally, the annual general meeting document should be written in a way that makes it easy for anyone to follow the discussions and understand how and why certain decisions were made. A verbatim record is not expected. However, key points of the discussions, such as the final decision, opposing views of members, and any other background information sufficient for future reference, should be recorded.

What should the annual general meeting document contain?

A distinction can be made between the general content of the annual general meeting document of general shareholders’ meetings and those of directors’ meetings:

General meeting of shareholders

The minutes of a shareholders’ meeting must contain:

➤ The names of directors, members, shareholders, officers as well as proxies (persons who make corporate decisions on behalf of members absent from the meeting)
➤ A statement of the quorum present. A meeting cannot be held without a quorum
➤ A record of members consenting to the reading of the notice of meeting
➤ A record of the chairman's opening remarks
➤ The recording of the chairman's summary statement at the meeting prior to the discussion of the business transactions
➤ Approval of business transactions by resolution. For ordinary resolutions, approval by a majority of at least 50% of the votes cast is required. For special resolutions, approval is required by a majority of at least 75% of the votes cast
➤ Interactions between the chairperson and any of the persons present, such as issues raised, questions asked, clarifications requested, etc
➤ The number of votes for and against the resolution
➤ The vote of thanks at the end of the meeting by the chairperson to the attendees for their support of the corporation's decisions
➤ The chairperson's signature at the end of the minutes. It authenticates and recognizes the conduct of the meeting

Meeting of the Directors

The minutes of a directors’ meeting shall contain:

➤ The names of the directors, secretary and other officers present
➤ The names of the absent directors
➤ Information from the confirmed minutes of the immediately preceding directors' meeting

If the directors wish to change a decision previously made, they shall refer to those items confirmed in the annual general meeting document of the immediately preceding meeting.

➤ Approval of the director in any business transaction by resolution of the board of directors
➤ Written evidence that a director has refrained from participating in a business transaction in which he or she has a personal interest
➤ The director's objection to any specific matter

Who reviews the annual general meeting document?

A good practice is to send a draft of the annual general meeting document to all board members for review and verification before finalizing them.

What should be checked?

They should check that the required guidelines and general content have been followed. They should also verify that the information presented is accurate.

Can new items be raised and added to the minutes after the meeting is held?

Items that were not raised at the meeting cannot be included in the minutes.

Who must approve and sign the AGM document?

The annual general meeting document of the corporation must be signed and approved by the chairperson of that meeting, or the chairperson of the next meeting.

annual general meeting

What happens if there is an error in the minutes?

If the annual general meeting document have not been finalized and entered into the books, important and relevant matters that occurred or were discussed immediately after the meeting may be inserted as “post notes“. For board meetings, if the notes have been finalized, the board must agree on the nature and content of the error. Corrections to the error should then be recorded in the minutes of the next meeting, with a notation in the original minutes of meeting.

With regard to the company’s records, the court may have the power to rectify the record under certain conditions. Indeed, according to section 194 of the Companies Act 1967, the court may have the power to correct errors if:

➤ The name of a person is entered or omitted from the register without sufficient cause
➤ The fact that a person has ceased to be a member is not entered in the register or there is unnecessary delay
➤ The aggrieved person or any member or the public corporation may apply to the court to rectify the register, and the court may refuse the application, or may order the rectification of the register and payment by the corporation of any damages suffered by any party to the application

Thus, for the applications referred to above, the court may decide to rule on the application to enter or omit a person’s name from the register. The same is true where the issue arises between members or putative members. In summary, in general, the court may rule on any question necessary or expedient for the rectification of the register.

The court, in making an order for rectification of the register, shall by its order direct that a notice of rectification be so filed. There is, however, a limit to the court’s power. No application for rectification of a register in respect of an entry that was made in the register more than 30 years before the date of the application may be granted by the court.

What is the effect of the minutes of meeting?

According to section 188(3) of the Companies Act (CA), where the annual general meeting document has been entered in the records and signed, they are conclusive evidence that, until the contrary is proved:

➤ The meeting was duly held and convened.
➤ All proceedings have been properly conducted, and all appointments of officers (directors, secretary, managers, etc.) or liquidators made up to that time are valid.

What about resolutions passed in writing?

A private company or an unlisted public company may pass a resolution (ordinary or special) in writing. This means that the company does not have to hold a meeting for this resolution. This resolution is then circulated to all its members and the company adopts it by a majority.

Thereafter, the corporation must notify each member that the resolution has been passed 15 days after the first date on which a director or secretary of the corporation becomes aware that the resolution has been passed. A record of the resolution must also be entered in a minute book and signed by the director or secretary of the corporation.

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Where should the minutes books be kept?

The minutes books of the company must be prepared by a company secretary and kept either at the registered office or at the company’s principal place of business in Singapore. The question arises as to the case of public companies.

Indeed, according to section 191 of the Companies Act 1967, the register of members and the index (if any) must be kept at the registered office of the public company, but the Act adds:

➤ If the incorporation work is done at another office of the company in Singapore, they may be kept at that other office.
➤ If the company arranges with another person to prepare the register and index (if any) on its behalf, they may be kept at that other person's office where the work is done if that office is in Singapore.

Are the minutes of meeting subject to inspection?

The books containing the minutes of the shareholders’ meetings are open to inspection by any member of the company without charge.

However, the minutes of the board of directors’ meetings are not open to inspection by the shareholders, although they are part of the company’s records. This allows directors to discuss confidential and sensitive corporate matters freely and candidly without disclosure to the market or shareholders.

Can a copy of the minutes be requested?

If a member requests a copy of the minutes of meeting, the company must provide one within 14 days. It should be noted that the price of each page of the minute book should not exceed $1.

If the corporation fails to provide these copies of the minutes upon request, the corporation and each officer of the corporation who is in default will be guilty of an offence and liable to a fine of up to $400 and a penalty for default.

Indeed, according to section 189(3) of the Companies Act, 1967, if a copy required under this section is not so furnished, the corporation and every officer of the corporation who is in default is guilty of an offence and is liable on conviction to a fine not exceeding $400 and also to a penalty for default.

Do the minutes have to be filed with ACRA?

Generally, minutes of meetings do not need to be filed with the Accounting and Corporate Regulatory Authority (ACRA). This is unless the minutes deal with a matter that requires a copy of the minutes to be filed with ACRA.

For example, where a holding company beneficially owns all of the issued shares of a subsidiary and minutes of meeting are signed by a representative of the holding company to authorize the issuance of shares, a copy of those minutes must be filed with ACRA.

What is the penalty for not keeping minutes?

The annual general meeting document play an important role in meetings, particularly because they provide a written record of what happened at meetings and help decisions made at meetings stand up to scrutiny.

They must be accurate because they may have legal implications in an external audit, regulatory review or legal proceeding. Therefore, the annual general meeting document must be prepared, reviewed and approved in a responsible and meticulous manner.

Companies and corporate officers who fail to keep minutes of company meetings within one month of the meeting are subject to a fine of up to $2,000 and a penalty for failure to comply. This is stated in section 188 (4) of the Companies Act 1967.

The current period of covid is characterized by the desire to develop electronic face activities. This raises the question of the rules to be applied for the document of the annual general meeting held remotely.

To help companies reduce expenses and operate efficiently, the Singapore Companies Act has been amended to allow companies to send electronic notices. The company’s articles of association will define the default mode, whether it is email, fax, online forum, etc.

For professional assistance in registering and keeping the company’s annual general meeting document, contact Themis Partner, which will provide you with the necessary assistance from specialized lawyers.

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