| The SIDC has received numerous queries from investors about annual general meetings (AGMs) and shareholders’ rights. These questions were posed to the Companies Commission of Malaysia (CCM) for their response.
Brief introduction to CCM
The Companies Commission of Malaysia (CCM) or “Suruhanjaya Syarikat Malaysia” was established on 16 April 2002 with the merger of Registrar of Companies (ROC) and Registrar of Businesses (ROB). The CCM comes under the purview of the Ministry of Domestic Trade and Consumer Affairs.
While the SC and Bank Negara Malaysia regulate the capital market and financial industry respectively, the CCM regulates corporations, businesses and companies, including public-listed companies listed on Bursa Malaysia.
The CCM administers and enforces laws, such as the Companies Act 1965, Trust Companies Act 1949, Registration of Businesses Act 1956, Kootu Funds (Prohibition) Act 1971 and all subsidiary legislation made under all these acts. Read more on the CCM at www.ssm.com.my.
Please note that the CCM’s explanations below provide for general guidance for investors and are solely for educational purposes. They should not be used as a substitute for legal or any professional advice.
| Q. |
During my company’s annual general meeting (AGM), the company directors refused to answer my questions or they will say “this issue is not in the agenda of the meeting”, what should I do? |
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| A. |
The Companies Act 1965 (CA) does not provide provisions for shareholders to raise questions at AGM. The CA, however, provides every member with the right to attend any general meeting, and to speak and vote on any resolution before the general meeting: (refer to section 148(1) of the CA).
The handling of questions at a general meeting is an internal matter that is regulated by practice. To ensure that the meeting proceeds in an orderly fashion, discussions are usually confined to resolutions that are to be passed at the general meeting.
The agenda of a general meeting is usually determined by the board, as it is the board that usually calls for a meeting. However, the CA also includes a provision that enables a member to include in the agenda of a meeting, a resolution that he/she sought to be moved by members. The member must, however, strictly comply with section 151 of the CA.
The AGM is a platform where there should be a two-way communication between the shareholders and directors. It is deemed to be best practice that directors provide answers to questions raised by shareholders if possible.
Should there arise a situation where the directors refuse to answer any questions posed by the shareholders, the only recourse available to shareholders, in addition to using section 151 as discussed above, is to either remove the directors whom they feel are incompetent, or if the directors are due for retirement, not to re-elect them. |
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