General Meeting Research Articles

Annual General Meeting of the Canadian Committee on Labour History, 25 June 2024, Convened virtually from locations across Turtle Island

Annual General Meeting of the Canadian Committee on Labour History, 25 June 2024, Convened virtually from locations across Turtle Island

Show me your hand: An examination of voting methods at annual general meetings

Until 2022 Australian companies' legislation required that resolutions at annual general meetings be decided using a show of hands of those present at the meeting unless the meeting chair called a poll vote. The use of show of hands voting has been criticised as it ignores a shareholder's ownership stake and does not count the votes of shareholders that vote prior to the meeting. Additionally, there is anecdotal evidence that resolutions have been passed by a show of hands when votes cast prior to the meeting suggested that the resolution may have failed. This study investigates the extent of inappropriate passing of meeting resolutions, along with the determinants and consequences of the voting method employed. Consistent with the anecdotal evidence we report that some firms appear to have inappropriately passed resolutions using a show of hands vote. We document firms are more likely to vote by poll when they are larger, have lower stock returns, have greater board gender diversity and lower shareholder concentration. Importantly we find that the method of voting matters to shareholders and that a move away from voting by a show of hands encourages greater shareholder voting participation and dissent at the annual general meeting. Interestingly, firms are more likely to withdraw resolutions with higher dissent prior to the AGM when show of hands voting is discouraged.

Power of the Court to Alter the Company Constitution According to Shareholders’ Agreement

Members of a company can vote in general meetings to alter the company’s constitution. The courts can also alter the company’s constitution under section 37(1) of the Companies Act 2016. The problem is that of statutory construction. A literal interpretation means altering the contents of the constitution without voting. A purposive construction entails an alteration of the quorum or procedures to facilitate proper voting. The objective of this paper is to ascertain how the Malaysian courts exercise that power. A comparative research methodology involving a legal doctrinal analysis is employed. Primary and secondary sources of law throughout the commonwealth countries are ascertained as to the effect of the law on the research objectives. The findings reveal that alteration by the court entails a direct alteration of the constitution and not the procedures therein to facilitate proper voting. In the absence of oppression, an alteration is possible to satisfy the legitimate business or management expectations of members, according to a shareholders' agreement. This is true in private companies where shares cannot be transferred to outsiders and quasi-partnership companies. Retrospective alteration and alteration that affects third-party rights cannot be made in the event proper voting can be executed under the existing constitution.

Potential Conflict of Interest President Director PT Pacific Furniture from an Overseas Company at the Extraordinary General Meeting of Shareholders

Actions that contain conflicts of interest are prohibited in the limited liability company law because they have a negative impact on the company and shareholders. One of the actions that is prohibited because it has the potential to cause a conflict of interest is representing the votes of shareholders in voting at other general meetings of shareholders by members of the board of directors, members of the board of commissioners, and employees of the company. However, the managing director of PT Pacific Furniture actually carried out the act of representation on the grounds that the represented party was a company established abroad so that it was not obedient and subject to Indonesian law. In fact, the managing director of PT Pacific Furniture held multiple positions because he declared himself a legitimate representative because he was the president director of a company established abroad. This becomes a problem because whether the actions of the managing director who votes for himself and represents a company established abroad meet the qualifications of a conflict of interest and what are the legal consequences of the decision of the Other GMS which contains a conflict-of-interest Research using normative juridical methods with analytical descriptive specifications through literature study data collection techniques and qualitative normative analysis methods. The purpose of this research is to find out the qualifications of conflict of interest and its consequences on the decision of the extraordinary general meeting of shareholders containing conflict of interest so as to provide a basis for determining criteria regarding conflict of interest.

Economic and Social History Society of Ireland Secretary's Report to the Annual General Meeting 18 November 2023

Economic and Social History Society of Ireland Secretary's Report to the Annual General Meeting 18 November 2023

Annual general meeting (AGM) in the digital era: Where do Italian companies stand?

Digital transformation has emerged as a crucial driver for businesses to thrive in today's dynamic landscape. This process has accelerated due to the widespread impact of the COVID-19 pandemic, compelling companies to reshape their corpo-rate governance structures and mechanisms, including the format of annual gen-eral meetings (AGMs). In light of these developments, this study aims to explore how technological, organizational, and environmental factors influence the adop-tion and implementation of virtual AGMs among companies, using the theoretical lens of the technology-organization-environment (TOE) framework. To achieve this, the study adopts a qualitative approach to examine the factors underlying the digital transformation of shareholder meetings in Italy. Specifically, the research conducts an inductive content analysis of AGM minutes from Italian companies listed on the FTSE-MIB, covering the years 2019, 2020, 2021, and 2022. The evidence indicates that virtual AGMs among Italian listed companies are not widespread. During the COVID-19 pandemic, Italian firms avoided conducting virtual AGMs due to technological, organizational, and environmental factors, and most have no immediate plans to implement online meetings. Consequently, the pandemic has not driven AGM innovation in the Italian context. This evidence contributes to the literature on virtual shareholder meetings and provides insights for future research into companies' perspectives on this theme.

Three Shanghai General Meetings and Catholic Publishing in the First Half of the Twentieth Century

The Catholic publishing undertaking in China experienced significant growth in the first half of the twentieth century, both in the scale and in the form of organization. This effort’s importance is twofold: for the Church in China back then, publications facilitated communications both inside and outside the Church; for researchers today, these files contain a vast amount of information on Catholic life, valuable for the enrichment of historical understanding. This paper uncovers the internal driving mechanism of this process through three Shanghai general meetings: the Plenary Council in 1924, the All-China General Congress of Catholic Action in 1935 and the Catholic Press Convention in 1947. The co-ordination fostered by these meetings generated resilience and efficiency for publishing activities allowing them to be sustained and to prosper during an unsettling period. The Council heralded cross-congregational and cross-national co-operation by standardizing publishing practices and forming designated central organizations. Inheriting these guidelines, Catholic journalist delegates of the Catholic Action Congress in 1935 gathered to discuss practical methods, leading to a proliferation of Catholic publications. Despite setbacks during the Sino-Japanese War, Catholic publishing quickly resumed following the Press Convention held in 1947, which reinforced collaboration regardless of affiliations through a central organization. The three general meetings not only showcase the historical trajectory of Catholic publishing, but also the constant endeavor to bridge gaps between communities.

The United Nations' General Assembly High-Level Meeting on antimicrobial resistance: a joint statement from the Heads of Government and Chief Medical Officers of the United Kingdom's Overseas Territories.

The UK Overseas Territories (UKOTs) are small, often remote territories with historical and territorial links to the UK. They range from densely populated areas (Cayman, Bermuda, Gibraltar) to land with no permanent inhabitants (British Antarctic Territory, South Georgia). However, they are linked by ecosystem instability (the permacrisis) including antimicrobial resistance (AMR), climate change and biodiversity disruption. The Chief Medical Officers of the UKOTs met in June 2024 and were unanimous in their concerns about the threat of global AMR. They have issued this statement on their hopes and expectations for the United Nations' General Assembly High-Level Meeting, in September 2024. These may be summarized by the hope of achieving united and sustained global political will to reduce the threat of AMR by equitable access to treatments, prevention of AMR by sanitation and accurate diagnostics, and education in health care and the public.

The Theme of the East in the Society of Marxist Historians in the Second Half of the 1920s – Early 1930s

Introduction. Oriental studies was not the leading direction in the activities of the society of Marxist historians (the second half of the 1920s – early 1930s), but it played a significant role in bringing this field of knowledge closer to the practical needs of the current policy of the All-Union Communist Party (Bolsheviks) and the Comintern. Methods and materials. The research is based on traditional methods of historiographical analysis. It uses materials from historical journals of the 1920s and 1930s and archival documents. Analysis. Reports at general meetings of the Society and the History of the East section and publications in the journal “Historian-Marxist” focused on the problems of the history of the national liberation movement in colonial and dependent countries, the policy of tsarist Russia on the southern outskirts of the empire, and socialist transformations in the national republics of the USSR. If in the early years the most influential were the well-known Marxist orientalists M.P. Pavlovich, V.A. Gurko-Kryazhin, and I.M. Reisner, then in the subsequent period Oriental historians who did not have serious scientific authority but firmly adhered to the class approach occupied the leading positions in the society. After the All-Union Conference of Marxist Historians, they focused their attention on criticizing the “old bourgeois schools” in Oriental history and “exposing pseudo-Marxism in their own ranks.” Results. However, they could achieve results in solving only the second task, using, first, discussions about socio-economic formations, about the situation and tasks at the front of the study of the East, and about the non-Marxism of Gurko-Kryazhin’s historical views. The ideological turn of the mid-1930s largely devalued the importance of the research of this generation of Marxist Orientalists, and the authorities recognized the achievements of representatives of academic Oriental studies.

Нетривиальный подход к определению обязательных вопросов, подлежащих включению в повестку очередного (годового) общего собрания участников общества с ограниченной ответственностью

The article is dedicated to an analysis of the need to hold ordinary (annual) general meetings of members of a limited liability company (including in one person companies); selection of obligatory matters to be included in the agenda of such meetings. The author proves the need to hold ordinary (annual) general meetings in all limited liability companies, concludes that the only imperative matter to be included in the agenda of a general meeting of members is approval of the annual performance of the company, justifies that review of other matters is optional taking into account the provisions of applicable laws, judicial practice and relevant civil studies.

The bright side of controlling owners in emerging markets: the case of corporate fraud

ABSTRACT This paper sheds light on the monitoring effects of controlling ownership on shareholders’ fraud activities. Using a sample of Chinese listed firms for 2004–2019, our results indicate that the absence of controlling owners increases corporate fraud activities by non-controlling shareholders, but not by managers. The findings remain consistent when using bivariate probit model that incorporates undetected fraud. To establish causality, we conduct difference-in-difference analyses that rely on the ownership variation generated by the exogenous loss of controlling owners and M&A deregulation shocks, respectively. The 2SLS regression employing the collectivist culture as an instrument for control absence confirms our results. To explore the reasons for the increase in fraud due to the absence of controlling owners, we show that shareholders are not motivated to participate and vote in the general meetings when controlling owners are absent, resulting in lower corporate governance quality. However, analysts and short-sellers act effectively as external control mechanisms to prevent corporate fraud when controlling owners are absent.

The influence of the Judicial reform of 1864 on the formation of the advocacy in Ukraine

The article analyzes the impact of the Judicial Reform of 1864 on the establishment of the legal profession in Ukraine. It is noted that as of the middle of the 19th century. the decision to modernize the judicial system on the basis of effective Western judicial models was ripe in the environment of the official authorities. Although this initiative contradicted the foundations of the imperial autocracy, the judicial reform had a significant impact on the judicial system, procedural and material law of the state. First of all, this affected the separation of judicial power from legislative executive and administrative power. It is noted that the Judicial Reform of 1864 became a necessary element of total changes in the social and political system of that time. It occupied a prominent place in the history of the judiciary and the judicial system of the state, and its indisputable achievements were the equality of citizens before the law, the transparency and competitiveness of the judiciary, the immutability of judges and their independence from administrative officials, the introduction of competition in the judiciary and the creation of a system of magistrates’ courts. It is proven that the judicial reform, in addition to important democratic changes, included the creation of the legal profession, whose role in society was constantly growing. According to the idea of the initiators of the reform, the Institute of Advocacy was organized as an independent organization. This principle was manifested in the fact that in each district of the court chamber, lawyers were united in a single organization by its general meetings and the Council. It is noted that the control and supervision of the activities of lawyers was carried out by councils elected by lawyers from among themselves. Thanks to the creation of the management system of the lawyer corporation, it was possible to ensure the autonomy and independence of the legal profession from the bureaucratic apparatus. It is noted that with the establishment of the Institute of Advocacy in the Russian Empire, the official authorities sought, at least formally, to declare the foundations of equality and competition between the parties, to modernize the theory of formal evidence and the judicial process. In this way, it was planned to revive the judicial process and make it more complete and objective. This would provide an opportunity for a comprehensive consideration of the case by the judge, a more detailed insight into its essence, which would significantly affect the objectivity of justice.

Scottish Cardiac Society 32nd Annual General Meeting Friday 27 - Saturday 28 October 2023.

Scottish Cardiac Society 32nd Annual General Meeting Friday 27 - Saturday 28 October 2023.

Walking along sulfation pathways – a personal journey

Sulfation pathways are understood as the non-reductive arm of sulfur biology. It is all about the making and breaking of biological sulfate esters. They have been the subject of our research for many years. Putting a negatively charged sulfate group on small molecules, on larger proteins or on humongously large sugar chains changes the chemical properties of these molecules immensely. Hence, sulfation pathways have an impact on biological processes as diverse as detoxification of ingested substances, steroid signalling, protein interaction, bio-mineralization and ageing. Traditionally, there wasn’t a ‘sulfation community’, as the subject was dealt with as a marginal matter at more general biochemical meetings. However, a growing sulfation community has recently been forged. This article showcases the achievements to highlight sulfation pathways in Science–Art (SciArt) projects.

Analysis of ICT Adoption on the Financial Performance of Kitui Teachers Sacco

ICT adoption refers to the utilization of technology in gathering, processing and using knowledge within the organization. The financial performance of SACCOs largely depends on the strategic actions undertaken by the management. Despite this, the performance of SACCOs has always been fraught with numerous management challenges as evidenced by the chaotic scenes at most annual general meetings. Maintaining a sustainable growth of earnings for SACCOs has become a universal challenge. This study seeks to analyze how ICT adoption affects the financial performance of KTS. The study employed a mixed methodology combining quantitative and qualitative approach. The target population comprised 12 Board of directors, 5 chief managers, 9 departmental heads, 8 branch managers and 12 assistant managers. Primary data was collected using questionnaires. Their validity and reliability was achieved through the use of pilot test. The data of the pilot test were not incorporated in the analyses. The quantitative data was analyzed using descriptive statistics and presented through the use frequencies and percentages. SPPS version 24 was used to carry out inferential statistics through the Pearson‘s Correlation analysis. The results of the descriptive statistics have been presented using frequency tables. The results of the analysis indicate ICT adoption had a positive and statistically significant influence on the financial performance of KTS (β=.0.287, P=0.05). The descriptive statistics had an overall average mean and SD of 3.72 and 0.495 respectively. The finding indicated that ICT adoption had a significant influence on the financial performance of KTS. The study concluded that ICT adoption play a vital role in the financial performance of organizations

From hostility to hospitality feeling my way towards a theological reimagining of incarceration

ABSTRACT There is a crisis in prisons across England and Wales. Rather than being places of rehabilitation they have recently been described as ‘warehouses of despair, danger, and degradation’ [All-Party Parliamentary Group on Penal Affairs 2023, “Minutes of the Annual General Meeting.” Prison Reform Trust, 5]. Using practical theology’s interdisciplinary approach to engage with context and practice, this article is a theological reflection that seeks to reimagine a less hostile and more hospitable form of imprisonment that better fosters human flourishing. The Parable of the Prodigal Son provides a theological lens which foregrounds the compassion at the heart of hospitality. This understanding is brought into conversation with the lived experience of incarcerated people and the author’s own experiences as a prison chaplain. The article will conclude with two examples from the penal context of where the intentional practice of hospitable humane regard has been rehabilitatively transformative.

The Rural Geography Research Group at 50: Reflections on an evolving community of practice

This paper explores the development and work of the Rural Geography Research Group (RGRG) of the Royal Geographical Society over the last fifty years since its inception in 1972. It draws on the minutes of the RGRG's Annual General Meetings, content in its biannual newsletters, and reports of conferences. Using the concept of academic communities of practice (CoP), the paper explores the RGRG's contributions to UK and international geography and allied disciplines. It charts the evolution of the RGRG as a CoP through the influence of its members in (re)shaping rural geography. The roles of quadrennial conferences dating to 1991 between rural geographers from the United Kingdom, Canada and the United States, and a series of bilateral conferences with Dutch, French, German and Spanish geographers are explored. These conferences produced a series of books which help illustrate the evolution of ideas and research in rural geography. In addition, the paper outlines how the RGRG functions as a space for personal and professional development, and the influence its office holders have had both within and beyond the Research Group. The paper concludes with a consideration of the future of rural geography, including the position of the Research Group within contemporary critical debates and likely themes for future research.

Involvement of Notaries Who Commit Unlawful Acts in Making Deeds of General Meeting of Shareholders and Its Legal Consequences (Case Study of Supreme Court Decision Number 2826 K/Pdt/2021)

Involvement of Notaries Who Commit Unlawful Acts in Making Deeds of General Meeting of Shareholders and Its Legal Consequences (Case Study of Supreme Court Decision Number 2826 K/Pdt/2021)

PROTECTION OF MINORITY SHAREHOLDERS FROM FRAUD IN LIMITED LIABILITY COMPANY DIVIDEND DISTRIBUTION

<p>This research investigates the potential fraudulent actions carried out by majority shareholders and other corporate organs in the context of stock distribution. The primary focus is on the continuity of practices that may disadvantage minority shareholders and undermine the legal protections they should receive. Majority shareholders, often wielding significant influence in the General Meeting of Shareholders (RUPS), may exploit their power to manipulate decisions related to stock distribution. The presence of a quorum that can be achieved without the participation of minority shareholders increases the risk of fraud in this process. The aim of this research is to identify various fraudulent actions that may occur in stock distribution by majority shareholders and related corporate organs. Using a legal analysis approach and case studies, this research also explores ways in which minority shareholders might prevent or respond to fraudulent actions. Furthermore, the research examines the extent to which Law No. 40 of 2007 concerning Limited Liability Companies (UU PT) provides a legal basis to prevent and respond to fraudulent actions in stock distribution. Practical implications of potential fraud are analyzed to provide recommendations that can strengthen legal protections for minority shareholders. This research is expected to contribute to a deeper understanding of the dynamics of fraud in stock distribution, outline the legal challenges faced by minority shareholders, and formulate concrete steps to prevent and respond to such fraud in companies.<em></em></p>

Protection of Minority Shareholders on Decisions of the General Meeting of Shareholders of Public Company in the Form of a Bank

Protection of Minority Shareholders on Decisions of the General Meeting of Shareholders of Public Company in the Form of a Bank