No. 4/2018
Prmuc EN11TIES CoRPoRATE GovERNAL"'CE
Cap.10:3l
25. Shareholders should be given reasonable and transparent access to relevant
records which must ordinarily be availed to them but without compromising
commercially sensitive information whose disclosure is not in the best interests of the
company.
26. The notice convening a shareholders' meeting must be given to all shareholders
in sufficient time to allow them enough time to fommlate their positions on the agenda
and consult with other persons who will attend the meeting or discuss the agend.:1. with
them.
27. A shareholders' meeting must be convened at a place and on a date and at a
time which makes it possible for all shareholders to attend the meeting. The meeting
should be convened by giving at least twenty-one days' notice or such other period as
may be specified by law. The greater the complexity of the issues to be considered at
the meeting and the wider the dispersion of the shareholders, the more time should be
given.
28. The notice must contain full details of the registration process and sufficient
infonnation to enable shareholders to decide whether they will attend the meeting and
how they will patticipate in the discussions.
29. Greater use of electronic devices or other facilitative instruments, such as web
casting, e-mails, electronic and print media and proxy voting, should be encouraged.
30. Meetings of shareholders should be conducted in a simple and inexpensive
manner. The shareholders should be given sufficient time to prepare adequately for
the meeting and to contribute to the discussions. At a meeting shareholders should be
allowed to request for the adjoumment or rx)stponement of the meeting if matters of
great complexity are under consideration.
31. A list of persons authorised to participate in a shareholders meeting and their
contact details must be given to all shareholders to enable shareholders to analyse
possible voting patterns and position themselves accordingly.
32. Documents which are important, such as a summary of the company's
strategic plan, reports on the company's performance indicators and growth prospt;cts,
management practices and policies pursued by the board, reports on analyst briefings,
including positive and negative media reports, should be made available to all
shareholders in good time to give them adequate time to prepare for the shareholders
meeting.
33. The information and reports given to shareholders for the purpose of a
shareholders meeting must be organised in a manner which allows for easy co-relation
of the information or reports to specific agenda items and which facilitates a thorough
review of the agenda items.
34. Agenda items must be clear and simple and leave no room tor ambiguity.
35. Chairpersons of committees of the Board should attend shareholders meetings to restxmd to issues which relate to their areas of jurisdiction or competence and
to assist the chairperson of the Board to answer any questions.
36. The quorum of a shareholders' meeting must be defined in order to ensure
reasonable participation by all classes of shareholders. Voting rules must be simple and
available to all shareholders.
37. Minutes of shareholders' meetings should be prepared in a simple way and
must be sufficiently detailed to communicate the discussions which took place, the
resolutions adopted and dissenting views expressed by the participants.
38. The procedures for holding annual general meetings should not be unnecessarily
expensive or complicated and should ensure equitable treatment of all shareholders.
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