The Annual General Meeting (AGM) serves a critical governance function for companies and organisations. Required by law for public companies in Australia, it represents a vital instance of shareholder democracy - a time for boards and management to dialogue directly with the company's owners.
Shareholders have the floor to ask questions and raise issues. The board and management address the company's performance and strategy. Crucially, shareholders vote on resolutions that shape everything from board appointments to major transactions to amendments of the constitution.
With so many important decisions made and discussions held, detailed documentation of the AGM is essential. The AGM minutes serve as the official record of the meeting's proceedings and resolutions adopted. They memorialise the key information presented, questions raised, matters voted on, and outcomes decided.
Producing comprehensive, accurate minutes is a serious governance responsibility. Poor documentation could fail to capture vital details, potentially leaving the company legally vulnerable. For this reason, the company secretary role is charged with overseeing the AGM minutes. Done well, the minutes become a valuable artefact and reference document. They provide directors a recap of questions and concerns raised by shareholders. The document can be referenced when orienting new board members. Minutes also create a historical record of key decisions, preserving institutional memory.
For the secretary tasked with recording them, meticulous AGM minutes present an opportunity to demonstrate governance expertise. They showcase attention to detail and safeguarding of process - attributes shareholders desire in leadership. Follow these best practices before, during, and after the AGM to produce minutes that meet legal requirements while remaining reader-friendly.
Lay the Groundwork
Preparing in advance is essential to efficiently documenting the day itself. Before the meeting, you should:
- Review previous AGM minutes to anticipate standard agenda items. What resolutions, proposals, and presentations occurred last year
- Familiarise yourself with any special resolutions or major changes to be introduced. Will there be hot button topics expected to generate debate?
- Ensure you understand legal and regulatory requirements for recording AGM minutes. Refer to ASIC regulations and guidance.
- Prepare a minutes template structured around the planned agenda. Leave space to record key details as they occur.Have your laptop on hand at the meeting if you will be taking minutes directly into a document.
Capture Accurate, Essential Details
When the AGM begins, switch into documentation mode. To keep comprehensive minutes:
- Note formally the meeting type, date, location, Chairperson name, directors in attendance, and time opened.
- Record proxies received and determine if a quorum is present.
- Document whether the previous meeting's minutes were accepted without modification or if any changes were proposed.
- Log the Chairperson's and CEO's presentations in concise summary form. Avoid verbatim transcriptions.
- For all resolutions put forward, record the exact wording, the proposer and seconder, methods and tallies of votes for and against, and whether passed or rejected.
- Summarise questions asked and key points from ensuing discussions and management responses rather than full dialogues.
- Note any conflicts of interest declared prior to discussions.
- Include the time the meeting commenced, paused for breaks, resumed, and concluded.
Strive to distil discussions down to just the critical facts, decisions and points relevant to members. Maintain an objective, neutral tone – minutes should not reflect opinions or editorialise. If you miss something, ask the Chairperson to pause so you can catch up. Having an assistant help take notes can also aid accuracy.
Final Review and Formatting
After the meeting concludes, vital follow-up remains important. You should:
- Review your draft minutes soon while the details are still fresh. Fill any gaps by listening to an audio recording.
- Consolidate handwritten notes into a neatly formatted, typed document. Use consistent formatting with agenda items as headings.
- Verify names, numbers, voting results, and other facts stated to correct errors.
- Circulate the final draft to the Chairperson for review. Incorporate any requested changes or clarifications.
Once finalised, prepare the official minutes for presentation and signing at the next Board meeting. Apply formatting techniques to maximise clarity and readability. You should:
- Organise items logically under clear agenda topic headings.
- Keep sentences and paragraphs brief.
- Avoid overusing acronyms. Spell out on first use.
- Summarise information in bullets or tables where applicable.
- Include page numbers and headers with the AGM date.
The minutes serve as the official record, not a personal commentary. Maintain a formal, impartial tone. Avoid editorialising or indicating favour or disfavour – just present facts. Use respectful, professional language to refer to attendees. Everything should be described objectively without judgement.
Essential Legal Content
Certain elements must be incorporated to meet legal and organisational requirements:
- The company name and AGM date, time, location
- Documentation of the member register and quorum
- All motions proposed and actions taken
- A summary of each resolution and the outcome of the votes
- Director disclosures of interest
You should omit unnecessary verbatim detail, preliminary voting results, and sensitive closed session items. Stick to essential facts and decisions relevant to members. While they are not strict legal requirements, it is generally considered best practice to include a summary of significant shareholder questions and the responses provided, as well as summaries of chairperson and CEO presentations.
By documenting the AGM with care, the secretary preserves an accurate account of the meeting for the benefit of the organisation and its shareholders.
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