Financial Reporting and Ethics - The Institute of Chartered ...

THE ENVIRONMENT: CORPORATE, PROFESSIONAL AND REGULATORY(i)(ii)(iii)(iv)(v)(vi)(vii)(viii)(ix)Reports of the directors and auditors,Presentation of the financial statements of the company,Declaration of dividend;Election of directors;Fix the remuneration of the directors.Increase in share capital, insurance of bonuses or scriptshares, etc,Authorise directors to fix remuneration of the auditors;Appointment of members of the Audit Committee (for onlypublic companies); andAny other business.(c) Extra Ordinary General Meeting (EGM) (Section 215)An EGM is a meeting other than an AGM. Such meetings areusually convened by the Directors. It may be required bymembers holding not less than one – tenth of the paid up capitalof the company to deal with urgent matters which cannot waittill the next AGM.Meetings of Classes of ShareholdersThese are meetings that are regulated by the Act. It has been held thatif all the shares of a class of shares are held by one person, he is entitledto do what a meeting of that class could do under the articles.Place of Meetings (Section 216)All Statutory and Annual General Meetings must be held in Nigeria.Notice of General Meetings (Section 217)Notice required for all types of general meetings is 21 days from thedate on which the notice is sent. Notice is to be given to members andmust contain the requisite information and sufficient time must beallowed and the notice properly served.Persons Entitled to Attend and Vote (Section 227)Every person who is entitled to receive notice as provided in Section227 is entitled to attend the meeting.Voting shall be by show of hands, except where a poll is demanded anda member is entitled to appoint a proxy to attend a meeting and vote onhis behalf.A corporation which is a member of the company or 25 members(whichever is less) present in person or by proxy, provided that wherethe number of members is a multiple of 3, then the number nearest to161