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of meetings are: fifteen business days for public companies, and ten business days for
private companies.
In order to conduct business at a shareholders’ meeting, a quorum (minimum number
of members) must be present. Where a quorum is not present, the meeting must be
adjourned.
In terms of Section 61(3), the board is required to convene a shareholders’ meeting on
receipt of one or more written and signed demands.
The board can determine the location for the meeting, which can either be within South
Africa’s borders, or located overseas.
If a company is unable to convene a meeting because it has no directors, or because
all of its directors are incapacitated, then any other person authorised by the company’s
MOI may convene the meeting.
If no person has been authorised, then the Companies Tribunal, on a request by any
shareholder, may issue an administrative order for a shareholders’ meeting to be
convened.
If a company fails to convene a meeting for any reason other than the above, the Act
allows the Court to call a shareholders’ meeting.
A public company is required to have an AGM which must take place within eighteen
months after incorporation, and then every calendar year, within fifteen months of the
last meeting.
The Act does not require a private company to have an AGM. However, the board
is required to approve the AFS, and these are required to be presented to the first
shareholders meeting after they have been so approved (there is no time frame
stipulated), unless exempted.
At the AGM (where applicable), the following business is required to be transacted:
Presentation of the directors’ report, audited financial statements for the immediately
preceding financial year, an audit committee report, the election of directors, to the
extent required by this Act or the company’s MOI, the appointment of
(i) an auditor for the ensuing financial year; and
(ii) an audit committee; and
(d) any matters raised by shareholders, with or without advance notice to the company.
The Amendment Act amends Section 61 by requiring the Social and Ethics Committee
Report and Remuneration Report to be presented at the AGM.

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