Corporate Governance Policy - Shareholder Meetings

CORPORATE GOVERNANCE POLICY: SHAREHOLDER
MEETINGS
Prepared By:
Approved By:
Revision Date:
Effective Date:
Statement of Policy
Manual: Corporate Governance SPP No.: GV 1.06
Section: Governance Issued: (Insert Date)
Subject: Shareholder Meetings Effective: (Insert Date)
Issue To: All Manual Holders Page: 1 of 3
Replaces: FN 9.01
Issued By: Dated: (Insert Date)
POLICY
Annual shareholder meetings should be held within six months of the end of each fiscal year.
A minimum notice of 21 days should be given in writing to each shareholder of record at the end of the fiscal
period under the report. The notice should not be sent out more than 50 days before the meeting.
All proposed resolutions will be provided to shareholders with their notice, the company’s annual report and
financial statements.
All shareholders will be provided voting proxies if they cannot attend the meeting.
The board secretary will duly record the shareholder meeting minutes and ensure that they are filed as part of the
permanent corporate records.
In addition to annual general meetings of the shareholders, the board of directors may decide at any time to call a
special meeting of the shareholders of record as of a particular date to be specified by them when the meeting is
called. Notice of the meeting should be sent to all shareholders of record with a minimum of 30 days’ notice
unless circumstances prevent this.
Shareholder meetings are the private business of the company and its shareholders. Nonshareholding members
of the public will be allowed into the meeting only upon invitation.
1 Source: www.knowledgeleader.com
PURPOSE
This policy simplifies and clarifies the essential elements of shareholder meetings.
SCOPE
This policy applies to shareholders, the board of directors and all staff working on shareholder relations.
RESPONSIBILITY
The secretary is responsible for arranging for appropriate notice of meetings and related materials to be provided
to all shareholders of record.
It is the board chair's responsibility to chair the annual general meeting of the shareholders and any special
meetings of shareholders.
It is the president's responsibility to make a full report on the company's activities to the shareholders.
It is the responsibility of shareholder relations staff to apply appropriate registration procedures.
DEFINITIONS
• Resolution: This is a direction or decision, which will be put before the shareholders as a motion at the
shareholder meeting.
• Robert’s Rules of Order: This is a book of standard parliamentary procedures outlining the protocols to be
followed in formal meetings, including how motions are put forward and dealt with.
• Proxy or Voting Proxy: This is a legal document signed by the shareholder assigning their votes to another
individual to vote on their behalf.
REFERENCES AND RELATED STATEMENTS
• GV 1.01: Board Structure and Mandate

• GV 1.02: Role, Rights and Responsibilities of Stakeholders and Shareholders
• GV 1.03: Role, Rights and Responsibilities of Directors
• GV 1.05: Board of Directors Meetings and Attachment B
PROCEDURES
PRE-ANNUAL GENERAL MEETING PROCEDURES

• At a meeting following the end of the fiscal period, the board of directors will set a date and location for the
annual general meeting of the shareholders.
• The president will arrange for the following:
− A comprehensive list of shareholders of record and their shareholdings to be produced
− Bookings for the AGM venue, including A/V equipment, refreshments, etc.
• The finance manager will arrange for the following:
− The review of financial statements and other materials by external auditors
− The development and production of the annual report, in consultation with the board of directors, the audit
committee of the board and the president
• The board's audit committee will meet with the external auditors to review any findings and recommend
appropriate action to the board of directors.
• The board of directors will review the financial statements and annual reports to ensure that it can approve and
recommend the documents to the shareholders.
• A shareholder’s package will be produced and distributed, containing the following:
− Notice of the annual general meeting, including date, time and location
− Agenda for the annual general meeting
− Compilation and explanation of any proposed resolutions by management
− Compilation and explanation of any proposed resolutions by shareholders
− A voting proxy provides voting indications for each resolution, including standard resolutions regarding the
approval of financial statements, the election of directors and the appointment of external auditors.
• The president will prepare a presentation for the shareholders outlining the significant activities of the company
and its financial results.
• The secretary will arrange to validate returning voting proxies and produce a tally of votes by individual
resolution plus a total of votes assigned to management.
ANNUAL GENERAL MEETING PROCEDURES

• Staff will register shareholders by validating their identities and proxies, if any.
• Shareholders will be provided with any instructions or materials related to voting on resolutions.
• The chair will preside over the meeting by calling the meeting to order.
• The secretary of the board will record the minutes of the meeting.
• The chair will adjourn the meeting.
POST-ANNUAL GENERAL MEETING PROCEDURES

• The board of directors will ensure that action is taken on all passed resolutions arising from the annual general
meeting.
• The board's secretary will certify the meeting minutes by their signature and add them to the permanent
corporate record.

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CORPORATE GOVERNANCE POLICY: SHAREHOLDER

Manual: Corporate Governance SPP No.: GV 1.06

Section: Governance Issued: (Insert Date)

Subject: Shareholder Meetings Effective: (Insert Date)

Issue To: All Manual Holders Page: 1 of 3

Issued By: Dated: (Insert Date)

It is the responsibility of shareholder relations staff to apply appropriate registration procedures.

REFERENCES AND RELATED STATEMENTS

• GV 1.01: Board Structure and Mandate

PRE-ANNUAL GENERAL MEETING PROCEDURES

ANNUAL GENERAL MEETING PROCEDURES

POST-ANNUAL GENERAL MEETING PROCEDURES

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