There are the few most asked questions from our clients in getting know about the limits of each position and the notice of the meetings.
For each Annual General Meeting (AGM) to be call for:
- To call for a meeting, a notice must be given in not less than 14 days or such longer period as provided on the articles;
- In the case of a meeting to pass a special resolutions, a notice of 21 days is required.
What is Managing Director (MD)?
The MD is the Chief Executive Officer of the organization where he is appointed by the board and he is an Executive Director. The MD has an extra vote when the board of directors have the same number of votes. The MD can be "removed" by not electing him during the Annual General Meeting (AGM) when he is off by the rotation provided it is written at Articles of Association. The MD is having the utmost power in managing the organization but must not make any secret profit out of the position as the MD.
The difference between executive and non- executive director:
i. An executive director (shareholding) receives salary who is having full- time working at the organization with authorize of managerial power given by the board to carry out management of the organization. Among the responsibilities are:
- handling accounts and ensure balance sheet & profit and loss are made out during the financial year;
- ensure directors' reports be written for each financial year;
- execute honestly, take reasonable care and diligence in executing power;
- be ready to face the shareholders during AGM.
ii. Non Executive director (shareholding) is a director who does not having full time capacity with the organization and receive a smaller director's fees at year end. The function of the non- executive director is to define the overall policy of the organization and he will need to attend AGM or Extraordinary General Meeting (EGM) if there is a need.
The Shareholders (Ordinary Shareholders):
The ordinary shareholders has the interest towards the organization and the rights are:
- to attend, speak and vote at the general meetings;
- to place notes on the general meeting agenda which is prepared by the secretary;
- to request the organization to have a EGM if there is a need;
- to appoint up to 2 proxies (representatives) if the shareholder unable to attend the general meeting;
- the shareholder (Sdn. Bhd.) may appoint its corporate representative to the AGM.
Happy reading and enjoy business through a SMART way.
Written by CK Chong @ 29th Nov 2016.