Good Governance Guides

Good Governance Guide: No 3.2

Category: Meetings
Subject: Annual General Meeting
Source: Chartered Secretaries Canada

Planning:

• Annual meetings are the primary means by which shareholders find out about the business of the Corporation (or members / stakeholders find out about the business of the Association) and gives them the opportunity to question the officers and directors
• The date of the next annual meeting should be set as early as possible to allow for logistical planning
• The annual meeting will form part of the regular meeting schedule, which is approved by the Board of Directors in the previous year.
• Most Corporations / Associations hold their Annual Meetings during the same week each year, allowing for consistency in planning
• Planning for an Annual Meeting can take up to a year
• Facilities should be booked as early as possible
• Set up a planning schedule which takes into account regulatory requirements and filings, production of documentation, mailing of documents to shareholders / members, various levels of approvals, production of staging and audio-visual support, security arrangements and web-casting requirements

Board Resolutions:

• Set number of directors to be elected
• Set annual meeting date
• Approval of various public disclosure documents

Notices:

• Shareholders / Members
• Regulators
• Directors
• Auditors

Documents:

• Management Information Circular, containing Executive Compensation Report
• Annual Report, sometimes containing AIF and MD&A
• Proxy Forms
• Corporate Governance Statement
• Chairman’s Remarks
• Audio Visual presentation