AGM/EGM

Munstermadjoe

I want to attend my companies EGM I am a staff member but my managing director said i could I just don't want to upset the other board members. Can anyone tell me if I am entitled to go and if so how come.

Kind regards,

Joseph

Do you own any shares in the company? Are you a director? If the answer is no to both of those questions then you are not entitled to attend an AGM/EGM.

AGM/EGMs are where company business is conducted (dealing with things like financial statements, electing directors etc) and if you have no control over the company (owner / director) then you have no power at AGM/EGMs.

Munstermadjoe

Joseph wrote: »

Do you own any shares in the company? Are you a director? If the answer is no to both of those questions then you are not entitled to attend an AGM/EGM.

AGM/EGMs are where company business is conducted (dealing with things like financial statements, electing directors etc) and if you have no control over the company (owner / director) then you have no power at AGM/EGMs.

I do not own shares nor am I a director. I have been looking through quite a bit of company law and it doesn't say anywhere I am not allowed attend. I have also been invited by the MD. I just didn't want a scenario where someone throws their toys out of the pram because I am there.

Can you or anyone find any bit of text that says I can or can't attend.

Graham

Munstermadjoe wrote: »

I do not own shares nor am I a director. I have been looking through quite a bit of company law and it doesn't say anywhere I am not allowed attend. I have also been invited by the MD. I just didn't want a scenario where someone throws their toys out of the pram because I am there.

Can you or anyone find any bit of text that says I can or can't attend.

I don't think you will find anything that says you can't attend. That doesn't mean others won't object.

Pro Hoc Vice

Munstermadjoe wrote: »

I do not own shares nor am I a director. I have been looking through quite a bit of company law and it doesn't say anywhere I am not allowed attend. I have also been invited by the MD. I just didn't want a scenario where someone throws their toys out of the pram because I am there.

Can you or anyone find any bit of text that says I can or can't attend.

First place any person should look is the Memos and Articles of the company it might be contained there.

To the best of my knowledge there is noting in the Companies Act saying a given person is excluded from a AGM or EGM. But of course Sharholders and Directors have a right to be informed and allowed to attend and vote as per Articles and Memos. After that if those present move a motion to exclude a person who does not by law have a right to attend then that person can be excluded. There may be very valid reason for having a non director or shareholder present at EGM or AGM.

pedroeibar1

Generally, an AGM is for such matters as approving the accounts, electing directors, appointing the auditors and setting their fees. An EGM is to consider any business other than that handled at an AGM.

By his own admission the OP is neither shareholder nor director so what entitlement has he to attend an EGM? None. Were he required to make a contribution at the meeting (e.g. as an expert on a particular topic) he could be invited to attend and be an ‘attendee’ whereas the directors would be ‘participants’. This should be shown as such in the Minutes. (FWIW I cannot think why an employee would be asked to attend an EGM.)

He can attend if invited, say nothing or speak when asked to do so, otherwise he says nothing as he has no ‘right’ to participate.

It would be a very foolish MD that would invite a non-director/shareholder to attend without first consulting the chair/other directors. It seems like a very odd situation to me.

antoinolachtnai

It is a perfectly normal thing to do to have people who are not directors, secretary or company members at a board meeting or EGM/AGM. Clearly they are basically observers and they can't vote on anything. They can speak if the board wants them to speak.

There are all sorts of reason this might happen. It might just be educational (as in the present case, possibly). You might want someone there to bring in tea and coffee and bottles of fizzy water. It might be to do some sort of technical demonstration. It might be to provide some professional advice.

A member can, generally speaking, appoint a proxy to attend, speak and vote on their behalf.

If the managing director wants someone to come, I would be surprised if anybody else objected. The members and board have already delegated the day to day running of the company to the MD. If the MD wants to bring someone along, they are going to accept that he has some good reason or that there is some value in it for the company. (If they don't trust the MD, then they have bigger problems.)

That said, a person who is not a member or director or secretary of the company and has not been appointed as a proxy for a member is not, in general, entitled to attend the meeting. You cannot just show up at the AGM/EGM of Dunnes Stores and expect to be admitted. Even for a public company like Ryanair, you may not be admitted if you cannot prove that you have a right to be there.