| The company treats all shareholders fairly and equitably in order to enable them to exercise shareholders' rights and have the opportunity to communicate their views on matters affecting the company. The company gives shareholders a balanced and understandable assessment of its performance, position and prospects. |
Shareholders receive certain rights in return for investing in the company. Apart from economic rights, these include the right to attend and vote at general meetings, and to receive material information and financial reports on a timely basis.
It is important for companies to be pro-active and engage shareholders in a fair, equitable and transparent manner. The information provided should include balanced assessments of the company’s performance and outlook.
The general meetings of shareholders (AGMs and EGMs) are, arguably, the most important events in the relationship between shareholders and the company. They are the forums in which the Board meets, reports to and engages with shareholders, and obtains their approvals for key decisions. It is therefore important that shareholders be encouraged to actively participate in, and be heard at, these meetings.
The Provisions describe:
- How companies should help shareholders exercise their rights at general meetings (Provision 11.1).
- The use of resolutions at general meetings (Provision 11.2).
- The parties that should be present at general meetings (Provision 11.3).
- The need to allow for absentia voting at general meetings (Provision 11.4).
- The requirement for the company to publish minutes of general meetings, on a timely basis (Provision 11.5).
- The need for a dividend policy and its communication to shareholders (Provision 11.6).
Provision 11.1
The company provides shareholders with the opportunity to participate effectively in and vote at general meetings of shareholders and informs them of the rules governing general meetings of shareholders.
Provision 11.2
The company tables separate resolutions at general meetings of shareholders on each substantially separate issue unless the issues are interdependent and linked so as to form one significant proposal. Where the resolutions are “bundled”, the company explains the reasons and material implications in the notice of meeting.
Provision 11.3
All directors attend general meetings of shareholders, and the external auditors are also present to address shareholders’ queries about the conduct of the audit and the preparation and content of the auditors’ report. Directors’ attendance at such meetings held during the financial year is disclosed in the company’s annual report.
Provision 11.4
The company’s Constitution (or other constitutive documents) allow for absentia voting at general meetings of shareholders.
Provision 11.5
The company publishes minutes of general meetings of shareholders on its corporate website as soon as practicable. The minutes record substantial and relevant comments or queries from shareholders relating to the agenda of the general meeting, and responses from the Board and Management.
Provision 11.6
The company has a dividend policy and communicates it to shareholders19.