Question Tag: Corporate Compliance

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You have just completed level one of the ICAG Professional Examination and have been engaged by AB Daniels Ltd as an Administrative Assistant. The minutes of the previous meeting, a revised regulation, as well as notice for the next annual general meeting to be held on Tuesday 11th December 2018 had been distributed. A Board Member who recommended your appointment has called you to assist him to clarify certain terms in the meeting documents circulated.

Required:
Write short notes on the following:

i) Annual General Meeting (6 marks)
ii) Annual Returns (5 marks)

i) Annual General Meeting:

  • To be held every year and not longer than within 15 months. There’s special dispensation for the first AGM of a company.
  • Notice of meeting must be sent out at least 21 days before the AGM.
  • Issues ordinarily considered include the Director’s report, Financial Statement, Auditor’s Report, electing Directors to replace those retiring, fixing the remuneration of the auditor, and the appointment and removal of Auditors.
  • The AGM provides shareholders with an opportunity to receive information on the company’s performance and to vote on key issues.
  • It ensures transparency and accountability within the company.
  • The meeting is a requirement under the Companies Act and is crucial for corporate governance. (Any 4 points @ 1.5 marks = 6 marks)

ii) Annual Returns:

  • An annual return is a yearly statement that provides essential information about a firm’s composition, activities, and financial position, which must be filed by every active incorporated or registered firm with an appropriate authority.
  • It is not a financial document but a record of publicly available information about your company that appears on the Companies Register. This includes your address and details of directors and shareholders.
  • Under the provisions of general corporate legislation, it must contain details such as particulars of the stockholders (shareholders), debenture holders, directors, and the firm’s secretary.
  • It should also list charges (judgments and liens) against the firm’s assets, the address of the registered office, and the location of the register of members.
  • A copy of the latest financial statements is typically included. (5 points for 5 marks)