The management of formal meetings and other decision-making processes and the maintenance of minutes and other related records is a core company secretarial function and a key element of the successful fulfilment of any company’s strategic goals and legal requirements. This handbook is a complete procedural guide to the law and best practice of company meetings and preparing and circulating accurate minutes.

The ICSA Meetings and Minutes Handbook covers both meetings of directors and members, with a special focus on the alternative procedures that can be used to avoid holding meetings (particularly by private companies) and the process of preparing for and managing AGMs of public companies. Throughout, the Handbook is informed by the latest legislation, regulation and corporate governance codes of practice, and is illustrated by relevant precedents and appendices.

Up to date to include:

• The provisions of the Companies Act 2006 in force as at 1 October 2009
• Changes made to implement the Shareholders’ Rights Directive
• The new Model Articles for companies formed under the Companies Act 2006
• The new written resolution procedures for private companies
• Disclosure and Transparency Rules
• Listing Rules
• Combined Code on Corporate Governance

Comprehensive coverage includes:

• Detailed commentary
• Precedents
• Full text of key legislation
• Comprehensive inclusion of codes and best practice guidance
• At- a- glance tables provide quick reference guides to large volumes of material

Paperback •  ISBN: 9781860724336 •   Published July 2009 • £65.00

Contents
Introduction: law and practice
Methods of communication
 
Meetings of directors
 - Directors
 - Board meetings 
 - Committees of directors
 - Directors’ written resolutions and informal consent
 - Failure by directors to comply with proper procedures
 
Members’ decision-making without holding a meeting
 - Members’ written resolutions and unanimous consent
 
General meetings
 - Annual general meetings
 - Class meetings
 - Calling general meetings
 - Notice of general meetings
 - Resolutions
 - Quorum
 - Proxies and corporate representatives
 - Voting
 - Shareholder remedies
 
Running general meetings
 - Organising general meetings
 - Chairman
 - Right to attend and speak
 - Security and disorder
 - Adjournment and other procedural motions
 - Amendments
 - Dealing with common items of business
 
Minutes
 
Precedents
Appendices

About the author
Andrew C Hamer: Andrew C Hamer LLB ACIS, a partner of The Mentor Partnership, writes and lectures widely on company secretarial and legal issues. He is assistant editor of the ICSA information service, Company Secretarial Practice, and editor of the ICSA's Company Secretary newsletter. He is also the author of titles for ICSA Publishing including The ICSA Meetings and Minutes Handbook and The ICSA Guide to Document Retention.