In addition the following express powers are given to

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In addition, the following express powers are given to shareholders in a general meeting: o Appointment and removal of directors {s 203D; s249 Corporations Act} 3
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Corporate Structure o Variation of class rights o Some reductions of share capital o Some share buy backs o Some cases of financial assistance o Ratification o Members also have express power via special resolution to alter the constitution to restrict the director’s power to act without obtaining member consent first {s 136(2) Corporations Act} A.7 Implications of Division of Power The main implication of this division of power is that it creates agency costs between shareholders and board B. General Meetings A public company with more than 1 member must hold an AGM – less formality applies to proprietary companies which must hold an AGM only if their constitution requires it B.1 Who are ‘Members’? Vast majority of companies are limited by shares therefore members are ‘shareholders’ Generally refers to members a registration (who have consented to being included as proposed members and have their names entered on companies register of members) {s 231 Corporations Act} B.2 Types of Meetings (1) Annual General Meetings (AGM) Under [s 250N Corporations Act} a public company must hold a annual general meeting each calendar year within 5 months after the end of its financial year The first AGM must be held within 18 months of registration of the company Under {s 250R(1) Corporations Act} the business of the AGM must address these certain matters: o The consideration of the annual financial report, director’s report and auditors report o The election of directors o The appointment of the auditor o The fixing of the auditor’s remuneration The Remuneration Report must also be put to a non-binding advisory report { s 250R(2) and (3) Corporations Act} Under [s 250RA Corporations Act} the auditor of a listed company must attend the AGM (2) Extraordinary General Meeting (EGM) Meetings other than AGM – sometimes called by shareholders (3) Class Meetings Meetings of a particular class of shareholders B.3 Calling a Meeting All general meetings must be held at a reasonable time and place {s 249R Corporations Act} o What is reasonable will depend on where the company operates and where its shareholders are based It would arguably not be reasonable to hold a meeting at a remote location on New Year’s Day! (1) Board of Directors The Board may call a meeting – as part of their general powers of management {s 198A Corporations Act} (2) Single Director For companies that have adopted the RR then {s 249C Corporations Act} gives a single director power to call a general meeting Under {s 249CA Corporations Act} a single director of a listed company that is incorporated in Australian can call a general meeting notwithstanding anything in the company’s constitution (3) Shareholders Under {s 249D(1) Corporations Act} the directors must call and arrange to hold a general meeting on the request of either: o
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