The Role of the Board chairman at general meetings before, during and after

In regulated corporate environments, regular meetings — such as Board meetings, Annual General Meetings (AGMs), and Extraordinary General Meetings (EGMs) — are essential to ensure compliance and effective corporate governance.^[1]. The Chairman of the Board plays a pivotal role at these meetings, overseeing the organisation, guiding discussions, and ensuring that decisions align with the Company’s strategic direction while adhering to legal and regulatory requirements. As a key figure in the corporate governance framework, Shareholders rely on the Board Chairman to facilitate these meetings, in the most efficient manner.

The Annual General Meeting is typically the most important corporate event in many corporate entities. It is a statutory meeting that every Company (whether private or public, listed or unlisted) must hold annually to transact the ordinary business of the Company^[2]. The Annual General Meeting is one of the guardrails of good corporate governance.  The role of the Chairman at the Annual General Meeting is to^[3]:

1. Report the company’s financial results and major business decisions to Shareholders.
2. Obtain Shareholders approval for decisions that fall outside the Board’s authority.
3. Provide a platform for Directors and Shareholders to discuss the Company’s performance as well as future actions and prospects.

Having noted the significance of the Annual General Meeting (AGM), the law makes provision for adequate preparation and planning for the AGM by the Company Secretary and the Board Chairman. The Chairman, in collaboration with the Company Secretary, ensures that the meeting Agenda is set, relevant documents are prepared, and notices are sent to all Shareholders within the stipulated time frame. The Companies and Allied Matters Act mandates that AGM notices be sent at least 21 days before the meeting, providing Shareholders ample time to review the Agenda and prepare any questions or motions they wish to raise^[4]. The notice is so important that the law states that no business can be transacted unless notice has been given of it^[5].

The Chairman must ensure that the Agenda is comprehensive and includes all critical items, such as the approval of Financial Statements, declaration of dividend, election of Directors, and any special resolutions. The AGM for a new Company is like the corporate birthing ceremony and the Board Chairman must ensure that it holds within the first eighteen months of incorporation.

The fiduciary role of Directors to represent the interests of Shareholders must be reflected in the Board Chairman’s actions before, during and after the General Meeting (GM). For instance, the Board Chairman, ahead of the AGM, ensures the preparation of a Directors’ report which should provide a good overview of the business during the year and at the end of the year. The Directors’ report should also include a recommendation on dividend (as the case may be).

Furthermore, before the GM, the Board Chairman also plays a crucial role in convening a Board meeting to consider matters to be presented at the GM. Some of these matters include:

1. Directors’ report
2. Audited Financial Statements (AFS)
3. Authorizing the signing of AFS
4. Approving transfers (if any) to various reserves
5. Recommending the payment of dividend (if any)
6. Fixing a date for the payment of dividend
7. Fixing a date for closure of the Register of Members
8. Fixing a date, time and place of the General Meeting
9. Publishing a notice of the meeting in the media (for public companies)

The Board Chairman presides over the AGM and is responsible for calling the meeting to order, ensuring that it is quorate (i.e., the minimum number of Shareholders required to hold the meeting are present), and guiding the proceedings in accordance with the Agenda^[6]. When it comes to voting on resolutions, the Chairman oversees the process to ensure it is conducted transparently and in accordance with the Company’s Articles of Association and relevant laws. Whether voting is done by a show of hands, electronically, or by proxy, the Chairman is responsible for ensuring that results are accurately recorded and announced. In contentious situations or when there is a tie in votes cast, the Chairman may exercise a casting vote.

After the AGM, the Board Chairman’s role continues with the documentation and filing of the meeting’s outcomes. He ensures that the Company Secretary accurately records minutes of the meeting, and ensures the minutes are signed, as these minutes serve as the official record of the proceedings. The minutes of the meeting constitute evidence to the extent that, having been signed by the Chairman, the content therein will be binding on all members, as long as no objection is later raised to rebut the presumption^[7]. Section 266 of the Companies and Allied Matters Act requires that minutes of General Meetings be entered into the Company’s minutes book and be made available for inspection by Shareholders.

Additionally, the Chairman ensures that all resolutions passed during the meeting are properly implemented. This may involve instructing the Company Secretary to file necessary documents with the Corporate Affairs Commission (CAC), such as changes to share capital, amendments to the Articles of Association, or the appointment or removal of Directors.

The Chairman also has the power to adjourn a meeting in accordance with Section 264 of the Companies and Allied Matters Act.

Section 265(3) of the Companies and Allied Matters Act summarizes the duties of the Board Chairman in General Meetings as follows:

1. Duty to preserve order and power to take such measures as are reasonably necessary to do so
2. Duty to see that proceedings are conducted in a regular manner
3. Duty to ensure that the true intention of the meeting is carried out in resolving any issue that arises before it.
4. Duty to ensure that all questions that arise are promptly decided
5. Duty to act in the interest of the company

• The Role of the Board chairman at general meetings before during and after.