Companies Act 2014 section 187

Proceedings at meetings

Section 187 sets out the standard rules for conducting general meetings of a company, including how a chairperson is selected, how meetings may be adjourned, and how voting on resolutions is carried out.

  • The board chairperson presides at general meetings; if unavailable within 15 minutes or unwilling, the directors present elect one of their number, and failing that the members choose a chairperson from among themselves
  • The chairperson may adjourn a meeting (with the consent of a quorum) and must do so if directed by the meeting; only unfinished business may be dealt with at an adjourned meeting, and fresh notice is required only where the adjournment is for 30 days or more
  • Resolutions are normally decided on a show of hands, and the chairperson's declaration of the result recorded in the minutes is conclusive evidence of the outcome; if votes are tied the chairperson has a casting vote
  • Where a meeting is held wholly or partly by electronic means, a show of hands may only be used if the chairperson is satisfied that participating members entitled to vote can be identified and their voting instructions verified

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