Complying with Changes in Legislation

Annual return (Section 33)

Every company must file an annual return in the prescribed form with the prescribed fee, and within the prescribed period after the end of the anniversary of the date of its incorporation, including a copy of its annual financial statements.

Any company that requires an audit must file its financial statements with the annual return.

Companies that are voluntarily audited can choose to file its financial statements or file a financial accountability supplement with its annual return.

A company that is not audited must file a financial accountability supplement with its annual return.

An external company must file an annual return.

Shareholder right to be represented by proxy (Section 58)

A shareholder may appoint any individual, including an individual who is not a shareholder, as a proxy to:

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  Participate, speak and vote at a shareholders meeting on behalf of the shareholder; or
  
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  Give or withhold written consent on behalf of the shareholder to a decision.
  

A shareholder may appoint more than one proxy to exercise voting rights attached to different shares held by the shareholder.

A proxy appointment:

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  Must be in writing, dated and signed by the shareholder; and
  
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  Remains valid for one year after the date on which it was signed.

  A copy of the instrument appointing a proxy must be delivered to the company, before the proxy exercises any rights of the shareholder at a shareholders meeting.

  
  

 Shareholders acting other than at a meeting (Section 60)

A resolution that could be voted on at a shareholders meeting may instead be submitted for consideration to the shareholders and voted on in writing within 20 business days after the resolution was submitted to them.

A resolution if so adopted, has the same effect as if it had been approved by voting at a meeting.

An election of a director that could be conducted at a shareholders meeting may instead be conducted by written polling.

Within 10 business days after adopting a resolution the company must deliver a statement describing the results of the vote, consent process, or election to every shareholder who was entitled to vote on or consent to the resolution, or vote.

Shareholders meetings (Section 61)

The board must call a shareholders’ meeting if one or more written and signed demands are delivered to the company, and:

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  Such demand describes the specific purpose for which the meeting is proposed; and
  
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   In aggregate, demands for substantially the same purpose are made and signed by the holders, of at least 10% of the voting rights entitled to be exercised in relation to the matter proposed to be considered at the meeting.
  

The MOI may specify a lower percentage.

A company, or any shareholder of the company, may apply to a court for an order setting aside a demand on the grounds that the demand is frivolous, calls for a meeting for no other purpose than to reconsider a matter that has already been decided by the shareholders, or is otherwise vexatious.

 A public company must convene an AGM:

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  Initially, no more than 18 months after the date of incorporation; and
  
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  Thereafter, once in every calendar year, but no more than 15 months after the date of the previous annual general meeting.
  

A meeting must, at a minimum, provide for the following business to be transacted:

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  Presentation of:
  
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    the directors’ report;
    
  • 
    audited financial statements for the immediately preceding financial year;
    
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    an audit committee report;
    
  • 
    election of directors,
    
  • 
    appointment of  an auditor for the ensuing financial year and an audit committee; and
    
  • 
    any matters raised by shareholders, with or without advance notice to the company.
    

Every shareholders meeting of a public company must be reasonably accessible within the Republic for electronic participation by shareholders 

Notice of meetings (Section 62)

The company must deliver a notice to all of the shareholders at least:

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  15 business days before the meeting, in the case of a public company or a non-profit company that has voting members; or
  
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  10 business days before the meeting is to begin, in any other case.
  

The MOI may provide for longer minimum notice periods.

A notice of a shareholders meeting must be in writing, and must include:

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  The date, time and place;
  
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  The general purpose, and any other specific purpose;
  
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  A copy of any proposed resolution, and a notice of the percentage of voting rights that will be required for that resolution to be adopted.

  In the case of an AGM:

  
  
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  A summarised form of the financial statements;
  
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  Directions for obtaining a copy of the complete annual financial statements;
  
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  A statement that a shareholder is entitled to appoint a proxy to attend.
  
  
  

Conduct of meetings (Section 63)

Before any person may attend or participate in a shareholders meeting:

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  That person must present reasonably satisfactory identification; and
  
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  The person presiding at the meeting must be satisfied that the right of that person to participate and vote, has been reasonably verified.
  

Unless prohibited by its MOI, a company may provide for a shareholders meeting to be conducted entirely by electronic communication.

Voting rights must on a show of hands have only one vote, irrespective of the number of shares.

On a poll any member must be entitled to exercise all the voting rights attached to the shares.

Meeting quorum and adjournment (Section 64)

A shareholders meeting may not begin until sufficient persons are present at the meeting to exercise 25% of all of the voting rights.

A matter to be decided at the meeting may not begin to be considered unless sufficient persons are present to exercise 25% of all of the voting rights. 

The MOI may specify a lower or higher percentage.

If a company has more than two shareholders, a meeting may not begin, or a matter begins to be debated, unless at least three shareholders are present.

If, within one hour after the appointed time for a meeting to begin, the quorum requirements have not been satisfied, the meeting is postponed without motion, vote or further notice, for one week.

If, at the time appointed for a postponed meeting to begin, or for an adjourned meeting to resume, the quorum requirements have not been satisfied, the members of the company present in person or by proxy will be deemed to constitute a quorum.