ZIMBABWE Law and Practice Contributed by: Norman Chimuka and Tonderai Sena, ChimukaMafunga Commercial Attorneys
2.4 Information and Documents Relating to the Meeting All shareholders of the company are entitled to receive notice of a general meeting in the manner prescribed by the company’s constitutive documents. Notices may be served physically, electronically or through publication in a newspaper. A notice of a meeting must generally specify the date, time, place and agenda of the meeting, as well as the resolutions proposed to be adopted at the said meeting. Directors are also required to disclose the following to the shareholders: • financial statements of the company; • external auditor’s report; • board reports; • report on the company’s compliance with the National Code on Corporate Governance; and • any material information about the company’s affairs that may affect the shareholders’ interests. Shareholders can request the following information from the company: • copies of the company’s constitutive documents and registers; and • the company’s accounting records. Shareholders have the legal right to inspect and obtain copies of the company’s statutory registers, such as the register of members (shareholders), register of directors and secretaries, subject to payment of fees as may be prescribed by the company. 2.5 Format of Meeting A private company may hold a virtual as opposed to a physical meeting through electronic means if so authorised by a company’s articles of association or by a shareholders’ resolution. However, a public com- pany may permit the participation of members who are not physically present at the meeting, but can be heard and seen by the other members by electronic means if so authorised by a company’s articles of association or by a shareholders’ resolution.
• election or re-election of directors; • setting or approval of directors’ fees and emolu- ments; • appointment of the auditor and fixing their remu- neration • consideration of the board and board committees’ reports; • consideration of the external auditor’s report; • presentation and approval of the company’s annual financial statements; • declaration of dividends; • approval of major transactions; and • any other matter that requires shareholder approval in accordance with the company’s Articles of Association or the Companies and Other Business Entities Act [Chapter 24:31]. Apart from AGMs, companies can hold other general meetings as and when necessary. Such meetings are called extraordinary general meetings (EGMs). 2.2 Notice of Shareholders’ Meetings The notice period for an EGM is typically 14 days written notice (for public companies) or seven days (for private companies), unless a special resolution is required to be passed in which case the notice period is generally 21 days. An EGM may be called by shorter notice if the majority in number of the members hold- ing not less than 95% in nominal value of the com- pany’s shares agrees to do so. 2.3 Procedure and Criteria for Calling a General Meeting Generally, general meetings are called by the board of directors through the board chairperson. However, members with 5% or more of the voting rights of paid-up capital of the company are entitled to request the company to hold an EGM. Members can exercise this power by submitting a requisition to the directors which is signed by one or more of the requisitionists. The requisition must specify the objects of the meeting. On receipt of the requisition, the directors must issue a notice of an EGM within 21 days from the date of the requisition, failing which the requisitionists themselves will be entitled to convene the EGM.
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