As a company director or governance professional, you are responsible for ensuring that your company holds its Annual General Meeting (AGM) in compliance with New Zealand’s Companies Act 1993. This guide summarises your obligations and offers practical tips for running a compliant and effective AGM.By default, proceedings at meetings of shareholders (including AGMs) are governed by the Companies Act 1993. However, if your company has a constitution, it may set different requirements. Please keep this in mind in respect of the discussion below on, for example, voting at AGMs, and seek professional advice if in doubt.Legal RequirementsWhen you need to hold an AGMGenerally, you need to call an AGM within 6 months of the company’s balance date, with a maximum delay in between AGMs of 15 months. In some circumstances, the Board may resolve that an AGM is unnecessary and would not be in the company’s best interests.If convening an AGM is logistically challenging, you may be able to substitute a written resolution on matters usually required to be decided at a meeting of shareholders. However, it is preferable to have an AGM, potentially with hybrid means of attendance and/or with some participants attending by proxy, if possible.Giving notice of the AGMYou need to notify shareholders at least 10 working days before the AGM will be held. The notice should include details of:The date, time, and place.The nature of the business to be considered: usually this will involve consideration of financial reports, electing directors, and appointing auditors (if required).The full text of special resolutions or key financial matters.Shareholders are also entitled to propose matters for discussion or voting at AGMs by notice to the Board.QuorumBy default, a quorum will be reached when shareholders who can exercise a majority of total voting rights are present.Voting RequirementsThe Board must set a cut-off date in terms of determining voting rights, which must be between 10–30 working days before the AGM (or by default, the date the notice of AGM is issued).Shares generally carry one vote per share.By default, votes will be by voice or show of hands. A poll can be demanded by five shareholders, shareholders holding at least 10% of votes, or the chairperson.The chairperson has no casting vote unless explicitly allowed by the constitution.Any proxies must be appointed in writing. They can speak and vote in place of the shareholder(s) they represent.Auditing and financial reportingYou must prepare annual financial statements, which usually will be a matter for discussion at an AGM.You may also be required to have those statements audited, or to prepare and send an annual report to shareholders, if your company has 10 or more shareholders or meets certain asset or revenue thresholds.Record-KeepingYou must keep a clear written record of all AGM resolutions as part of your company’s files to show how decisions were made and support transparency.Best Practices for Running AGMsClear CommunicationKeep your communications simple and timely. Shareholders should get clear, plain-English materials early enough to read and understand them before the meeting.Hybrid MeetingsLet shareholders attend either in person or online. Make sure remote participants can ask questions and vote just as easily as those in the room. Online or mobile voting options enable shareholders who can’t attend in person to have their say.Engagement with ShareholdersReach out to participants ahead of time, especially concerned or activist shareholders. This can prevent surprises during the AGM.Be Well PreparedMake sure you’ve got the essentials on hand. This may include a meeting agenda, previous AGM minutes, the constitution, and a briefing pack for the chair or board.ConclusionRunning an AGM is not just about ticking legal boxes — it’s an opportunity to communicate transparently and involve shareholders in meaningful ways. By meeting your obligations under the Companies Act 1993 and applying practical governance strategies, you can conduct AGMs that are compliant, effective, and well received.
