COMPANY MEETINGS
QUESTION 1
April 2024 Question One Six C
XYZ Ltd., a publicly listed company, is scheduled to hold its annual general meeting (AGM) next month. You have been requested to draft an agenda for the AGM and provide guidance on the legal requirements and procedures that must be followed.
Required:
Outline FIVE items that should be included in the agenda for XYZ Ltd.’s AGM, and explain the legal requirements and procedures associated with each item. (10 marks)
QUESTION 2
December 2023 Question Three B
(i) Explain the meaning of the term “proxy” in relation to company meetings. (2 marks)
(ii) Analyse FOUR differences between a “board meeting” and a “general meeting”.
(8 marks)
QUESTION 3
August 2023 Question Three B
Summarise SIX contents of a notice of a general meeting. (6 marks)
QUESTION 4
April 2023 Question Two A
With respect to company meetings, answer the following questions:
(i) Define a “special notice”. (2 marks)
(ii) Highlight TWO circumstances under which a special notice would be required.
(4 marks)
(iii) Describe FOUR matters that require to be determined by members through a special resolution. (4 marks)
QUESTION 5
December 2022 Question Five C and D
(c) Highlight SIX instances when one person can form quorum in a company meeting.
(6 marks)
(d) Makato Limited will be holding its Annual General Meeting (AGM) in thirty (30) days’ time. The meeting is set to be held at the Kasarani Gymnasium from 10.00 a.m.
Outline FOUR items to be indicated in the notice to be shared with the members of the company. (4 marks)
QUESTION 6
August 2022 Question Five C
Describe eight preliminary guidelines to be effected before a company conducts a virtual meeting. (8 marks)
QUESTION 7
April 2022 Question Tree C
Outline five rights of auditors under the Companies Act, which relate to company meetings. (5 marks)
QUESTION 8
April 2022 Question Five B
In relation to company meetings, outline six documents which might be annexed to the notice of an annual general meeting. (6 marks)
QUESTION 9
April 2022 Question Five C
Highlight two rules to be complied with when drafting the minutes of company meetings.
(4 marks)
QUESTION 10
December 2021 Question Two B
In the context of virtual general meetings, highlight five key considerations that a company should put in place for the virtual conduct of general meetings. (10 marks)
QUESTION 11
December 2021 Pilot Paper Question Three
(a) Distinguish between an “ordinary resolution” and “special resolution”. (4 marks)
(b) Jane is a director of XYZ Limited, a public limited company and would like to call for a general meeting of the company. Give your professional advice to Jane about the following:
(i) The four methods through which XYZ Limited can give a notice of the general meeting to its members. (4 marks)
(ii) The legal requirements in Kenya for the meeting if the notice is issued on the company’s website. (12 marks)
QUESTION 12
September 2021 Question Four C
Highlight three conditions which a company that is giving notice of a general meeting through the company’s website is required to comply with. (3 marks)
QUESTION 13
May 2021 Question Seven C
The case of Sharp V. Dawes indicates that one person cannot constitute a meeting.
Explain four exceptions to this rule. (8 marks)
QUESTION 14
November 2020 Question two B
Highlight four items of agenda that might be discussed at the Annual General Meeting (AGM) of a company. (4 marks)
QUESTION 15
November 2020 Question two C
Describe four classes of persons who might effectively demand for a poll during a general meeting. (4 marks)
QUESTION 16
November 2019 Question one A (ii)
Outline four rights of a member in relation to meetings of a company. (4 marks)
QUESTION 17
November 2019 Question four A
With reference to company meetings:
(i) Outline four purposes of holding company general meetings. (4 marks)
(ii) Distinguish between “voting by a show of hands” and “voting by poll”. (4 marks)
QUESTION 18
May 2019 Question five B
In the context of company meetings:
(i) Outline four circumstances in which a valid meeting might be constituted by one person. (4 marks)
(ii) Describe three means through which written resolutions might be circulated to eligible members. (6 marks)
QUESTION 19
November 2018 Question seven A
With reference to the case of National Dwelling Society Vs Sykes, enumerate five duties and five powers of the Chairman of a general meeting of a company. (10 marks)
QUESTION 20
May 2018 Question six B
In the context of company meetings:
(i) Outline six contents to be recorded in the minutes of a director’s meeting.
(6 marks)
(ii) Every company must hold an annual general meeting in each year. Explain three purposes of the annual general meeting (ACM). (6 marks)
QUESTION 21
November 2017 Question seven A
As you are leaving a meeting of the board of directors, you meet Mose Shida, a shareholder, who is aggrieved that since the company was incorporated three years ago, no annual general meeting (AGM) has ever been held by the company.
Advise Mose Shida on his rights to request for an AGM. (10 marks)
QUESTION 22
November 2017 Question seven B
State four documents required when casting votes by poll in company meetings.
(4 marks)
QUESTION 23
May 2017 Question two B
In Sharp V. Dawes, the word “meeting” means a coming together of more than one person.
With reference to public companies, summarise five exceptions to this rule.
(10 marks)
QUESTION 24
November 2016 Question five B
Explain three rules to be observed when drafting the minutes of public company meetings. (6 marks)
QUESTION 25
November 2016 Question five C
State four items of agenda at an annual general meeting of a company. (4marks)
QUESTION 26
May 2016 Question seven C
With respect to company meetings:
(i) Outline six persons who are eligible to attend meetings. (6 marks)
(ii) Summarise four strict statutory requirements governing notices. (4 marks)
QUESTION 27
November 2015 Question four A
Outline the rules governing the following:
(i) Entitlement to notice of a meeting. (2 marks)
(ii) Four contents of a notice of a meeting. (4 marks)
QUESTION 28
November 2015 Question six B
Whereas some powers are only exercisable by the board, others can only be exercised by the general meeting.
With reference to the above statement, highlight:
(i) Five powers of the general meeting. (5 marks)
(ii) Five powers of the board. (5 marks)
QUESTION 29
September 2015 Question three B
Every public company must, within a period of not less than one month nor more than three months from the date at which the company is entitled to commence business, hold a statutory meeting. The statutory meeting enables members of the company to consider the statutory report.
Outline five contents of the statutory report. (5 marks)
