Annual General 
Meeting (AGM)

What is an AGM?

The AGM is one of the most important calendar events for Irish Companies. It may be used to effectively communicate and engage key stakeholders in the business.

Every year it is mandatory for Irish companies to hold an AGM in each calendar year. The AGM is required to be held more than 15 months after the date of the last AGM. A company's first AGM is required to be held within 18 months of incorporation. Chapter 6 Part 4 of the Companies Act 2014 deals with AGM’s for Irish registered companies.

The AGM is generally chaired by the chairperson who may or may not be the director of the Company.

Private companies limited by shares and companies which have only one member may elect not to hold an AGM where all of its members who would have been entitled to attend and vote at the general meeting sign written resolutions as follows:

• acknowledging receipt of the relevant financial statements;
• resolving all matters which would have been resolved at the meeting; and
• confirming that there is no change to the auditors of the company.

What is the importance of an AGM?

The AGM provides an opportunity for the shareholders to ask questions, meet the directors, and discuss the financial statements of the company.

The AGM agendas may include:

• Review of the company’s affairs and financial statements
• Declaring dividends and appointing auditors
• Vacancies and election of directors
• Company performance and future health check
• Approval of directors' remuneration

Tips to plan a successful AGM?

Before scheduling a successful AGM, it is helpful to be familiar with the industry-specific AGM norms, the provision of the company's constitution, and requirements of the Companies Act 2014. Our experts will guide you through the right AGM process. It is advisable to start planning as early as possible for conducting a successful AGM.

It is advised that the members are required to be given 21 days of notice prior to the start of the AGM, referring to all the key details including venue, date, time, location, and specific agenda and board papers for the meeting by hand or post.

Take note:

• Ensure the AGM date is reasonable. There is no point in scheduling an AGM when members are likely not to be available. Have consideration for other schedules and accessibility.
• Book a venue, date, time, and ensure all suitable facilities are well arranged including refreshments, accommodation, etc.
• Send out the AGM Notice to every member of the company and all other persons entitled to receive notice. The company secretary would normally issue the Notice.
• Your AGM Notice should specify the general nature of the business to be transacted, any proposed action or resolution, and the inclusion of the name of the member attending the AGM as a proxy to vote and speak on behalf of the absent one.
• When considering the use of Wi-Fi or internet connections to call shareholders or other participants via their computer, ensure the connection and accessibility to the strong bandwidth is ensured for all the members attending the AGM.
• Anyone unable to attend an AGM should consider appointing a proxy, to make decisions and vote on their behalf.
• A proxy form needs to be sent along with the AGM notice to the shareholders.
• Ensure that the agenda of the meeting is adhered to and endeavour to keep to the objectives of the AGM.
• A copy of the financial statements, the director’s report, and the statutory Auditors report (where applicable) should be sent to every member of the Company and all other persons entitled to receive the financial statements.
• Welcome people or members at the door and have them sign in upon arrival. The minutes of the meeting are recorded by the company secretary at the AGM. Members of the company, such as other directors or company secretary, have the right to inspect the minutes of the meeting and request a copy for their records.

AGM planning during a pandemic (COVID-19)

Irish companies must provide the minimum notice period (21 days) to the stakeholders prior to the AGM. Certainly, there has been a huge difference in the way AGM is being conducted across various companies now. Some of the important things to consider are:

• Avoid sending notices from affected areas that require “at-risk” physical handling for delivery. The AGM notice should include the company’s response to Covid-19 with regards to the AGM as well as the HSE leaflet along with it.
• The proxy or remote meeting (video conferencing) should be encouraged and ensure this is communicated clearly via the notice issued. Given the rapidly evolving nature of the situation, the notice should also set out how the company will communicate further updates.
• The shareholders may grant proxies to a small number of persons like Directors who can vote on their behalf at the meeting. The appointment of proxies should minimise the number of persons physically in attendance at the meeting.
• If video conferencing is not possible, shareholders can monitor the meeting progress by live streaming online.
• Single-member companies and private limited companies may decide to dispense withholding a “physical” AGM by signing a written resolution, while the Covid-19 pandemic continues.
• As there is still great uncertainty as to how long the Covid-19 crisis will last, companies should continue to monitor the situation closely with a view to adopting policies and procedures to allow the AGM to take place rather than to adjourn it.
• The Companies Act 2014 facilitates the participation of directors in meetings by telephone, video, or other electronic means.
• Companies should also be cognisant of their tax residency when convening their board meetings.

If you need help organising your AGM you can contact us using the form below.