Subject: Who can attend an AGM?
Annual General Meetings (AGMs) are primarily attended by the shareholders of the company, who have the right to be present, speak, and vote on resolutions. Each shareholder typically receives a notice of the AGM 21 days before the meeting, which includes details about the location, agenda, and resolutions to be discussed.
In addition to shareholders, the following person(s) shall attend the AGM:
1. Directors: The members of the Board of Directors of the company shall attend all Meetings of the company, particularly the Annual General Meeting, and shall be seated with the Chairman. If any Director is unable to attend the Meeting for reasons beyond his control, the Chairman shall explain such absence at the Meeting [Provision 4.1 of the Bangladesh Secretarial Standard-2 on general meeting adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB)]. Directors present reports and answer shareholders' questions.
2. Chairman of the Board of Directors:
i. The Board of Directors shall select one of their members as its Chairman who shall preside at every general meeting of the company. Provided that the Chairman and the Managing Director shall not be the same person [Regulation 54 of the Schedule I of the Companies Act, 1994]
ii. If at any meeting the Chairman is not present within thirty minutes after the time appointed for holding the meeting, the members present shall choose someone of their number to be the Chairman.[Regulation 55 of the Schedule I of the Companies Act, 1994 and provision 2(ii) of the BSEC Notification No. BSEC/ICAD/SRIC/ 2024/318/09 dated January 16, 2024].
3. Chairman of the Audit Committee: The Chairman of the Audit Committee, where such a Committee exists, shall attend the Annual General Meeting. In absence of Chairperson of the Audit Committee, any other member from the Audit Committee shall be selected to be present in the Annual General Meeting (AGM) and reason for absence of the Chairperson of the Audit Committee shall be recorded in the minutes of the AGM. [Condition No. 5(3)(c) of the BSEC Corporate Governance Code under Notification No. BSEC/CMRRCD/2006-158/207/ Admin/80, dated 03 June 2018 published in the official gazette on 10 June 2018 & Provision 4.2 of the Bangladesh Secretarial Standard-2 on general meeting adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB)].
4. Chairman of the Nomination and Remuneration Committee (NRC): The Chairperson of the NRC, where such a Committee exists, shall attend the Annual General Meeting (AGM) to answer the queries of the shareholders. In absence of Chairperson of the NRC, any other member from the NRC shall be selected to be present in the Annual General Meeting (AGM) for answering the shareholder’s queries and reason for absence of the Chairperson of the NRC shall be recorded in the minutes of the AGM [Condition No. 6(3)(c) of the BSEC Corporate Governance Code under Notification No. BSEC/CMRRCD/2006-158/207/ Admin/80, dated 03 June 2018 published in the official gazette on 10 June 2018]
5. Managing Director/Chief Executive Officer and Company Secretary: Managing Director/Chief Executive Officer and Company Secretary of the listed company are instructed by the BSEC to present physically at the meeting place [Provision 2 (ii) of the BSEC Notification No. BSEC/ICAD/SRIC/2024/318/09 dated January 16, 2024].
6. Auditors: The Auditors of the company are entitled to attend the Annual General Meeting. The Auditors, represented by the proprietor or a partner as the case may be, should attend the Meeting to involve in discussions regarding financial statements and audit reports, particularly, if there are any reservations, qualifications or adverse remarks in the Auditor's Report [Provision 4.3 of the Bangladesh Secretarial Standard-2 on general meeting adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB)].
7. Chartered Secretary in Practice: The Chartered Secretary in Practice who has given the Compliance Certificate to a company shall be entitled to attend the Annual General Meeting of that company [Section 217 of the Companies Act, 1994 & Provision 4.4 of the Bangladesh Secretarial Standard-2 on general meeting adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB)].
8. Stock Exchange(s) representatives: Dhaka Stock Exchange PLC (DSE) and Chittagong Stock Exchange PLC (CSE) shall nominate at least 2 (two) senior officials (from each exchange) as observer to observe the whole process of the voting system of the AGM and also authenticated the detailed information of the voting results by the stock exchange(s) [Provision 2 (iii & iv) of the BSEC Notification No. BSEC/ICAD/SRIC/2024/318/09 dated January 16, 2024].
9. Independent Scrutinizer: The Independent Scrutinizer to observe the due process of election and authenticate the detailed information of voting results for passing all the Agendas of the Annual General Meeting and such authentication report shall be submitted to the commission within 48 (forth eight) hours of conclusion of general meeting. [Provision 9 of the BSEC Notification No. BSEC/CMRRCD/2009-193/08 dated March 10, 2021 and provision 2(iv)of the subsequent BSEC Notification No. BSEC/ICAD/SRIC/2024/318/09 dated January 16, 2024]
In some cases, non-shareholder attendees such as potential investors, company employees, or members of the media may attend, but they do not have voting rights. Proxy attendance is also common, where shareholders who cannot attend in person can appoint someone else to attend and vote on their behalf.
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