The Complete Guide to Conducting an AGM in Ghana: What You Need to Know

Holding an Annual General Meeting (AGM) is a cornerstone of corporate governance in Ghana, ensuring your company remains transparent, accountable, and compliant with the law. This guide takes you through the entire process, step by step, to ensure your AGM is a success.

Step 1: Understand the Critical Role of the AGM

The AGM isn’t just a formality—it’s a legal obligation under Section 157 of the Companies Act. Every company in Ghana must hold an AGM yearly, with no more than fifteen months between meetings. However, if your first AGM occurs within eighteen months of incorporation, you’re not required to hold another AGM in that year or the next.

Step 2: Schedule the AGM and Send Out Notices

Timing and communication are key. Once the date is set, you must issue a written notice at least twenty-one days before the meeting. This notice period excludes the day it’s served but includes the meeting day. The notice must clearly state that it’s an AGM and outline the agenda. 

Step 3: Structure a Clear and Comprehensive Agenda

An effective AGM relies on a well-prepared agenda. The Companies Act groups essential items that should be included:

• Declaration of Dividends: Decide and declare any dividends to be distributed.
• Review of Financial Statements: Present and consider the company’s financial statements, directors’ reports, and auditors’ reports.
• Election of Directors: Elect new directors or re-elect those retiring by rotation.
• Approval of Auditor Remuneration: Set the remuneration for the company’s auditors.
• Appointment or Removal of Auditors and Directors: Address any changes in the company’s auditors or board members.

Step 4: Ensure Quorum and Meeting Validity

For your AGM to be valid, you must have a quorum present. Unless your company’s constitution specifies otherwise, a quorum typically consists of two members present in person or by proxy. For single-member companies, the quorum is that one member. If a quorum isn’t met within thirty minutes of the scheduled start time, the meeting is adjourned to the same day and time the following week or to another date and time determined by the directors.

Step 5: Handling Proxies and Voting

Proxies play a crucial role in ensuring that all members’ voices are heard, even if they cannot attend the AGM in person. Members can appoint proxies to vote on their behalf, and these proxies have the same speaking rights as the members. Ensure that the process for appointing and handling proxies is followed meticulously to avoid any disputes or invalid votes.

Step 6: Conduct the Meeting—Engagement and Decision-Making

On the day of the AGM, it’s vital to follow the agenda closely and ensure that all necessary discussions and decisions are made. This is the shareholders’ primary opportunity to engage directly with the company’s leadership, review performance, and make decisions on dividends, director elections, and auditor appointments. Encourage active participation and transparency throughout the meeting.

Step 7: Filing Annual Returns and Legal Compliance

After the AGM, don’t forget to file your annual returns with the Registrar of Companies. This must be done within thirty-six days of the AGM or within thirty-six days of waiving the AGM if applicable. The returns must include the company’s financial statements and other key information. Failure to comply can result in penalties and even removal from the company register.

Conclusion

Successfully conducting an AGM in Ghana requires careful planning, clear communication, and adherence to legal requirements. By following these steps, you ensure that your AGM is not only compliant but also a valuable opportunity for shareholders to engage with the company’s leadership and contribute to its future success.

For insights into how AGM practices compare in another jurisdiction, check out our blog post on mastering AGMs in Lithuania, where we explore similar strategies tailored to Lithuanian regulations, Unlock the ultimate guide to AGMs in Lithuania: Everything You Need to Know for Pioneering Results.