We at DLSL encourage employees to upgrade their skills and knowledge. Hence, we applaud and fully support the government’s efforts at enforcing a culture of learning through the establishment of HRDF. There are various ways for individuals to increase their skills and knowledge. Some prefer to participate in trainings or seminars, whether on-site or online. Even discussions with peers and experts can yield beneficial results. And for others like myself, through consistent readings. Here, I would like to initiate our first article on DLSL Recommended Reading List, with a book published by Sweet and Maxwell, ‘Company Meetings and Resolutions‘.
Company Meetings and Resolutions
If you think organising and running company meetings is a piece of cake, think again.
Among other things, there are directors’ meetings, members’ meetings, committee meetings and other meetings such as creditors meeting, schemes of arrangement, judicial management and liquidation, etc. Definitely complicated!
Do not fret, Company Meetings and Resolutions is here to help.
Published in June 2019, I recently purchased the book online at Sweet and Maxwell Malaysia website. At RM280, I received a hardcover book and also access to the e-book version through ProView. The e-book version is slightly cheaper, RM224. Since I predict I’ll be referring to this book frequently at some point in my career, I prefer to have a physical copy to pore over.
It took some time to register the token and also to signup for ProView. I got a hang of it, eventually.
With the help of Google search, I managed to glean a bit of info on the main author, Dr Cheah Foo Seong. I had to google him since there’s no section on authors’ biodata in the book, only their academic credentials. They are so modest!
Aside from the obvious, that he is an expert on company law and corporate governance, Dr Cheah Foo Seong is the past President of the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA). He had also served MAICSA as Technical Director in year 2000. A trained Chartered Secretary and holds a MBA (Henley), LLM (Staffordshire) and LLD., he has written many books on company law and practice, and corporate governance.
As for the co-authors, Philip Koh Tong Ngee is a lawyer, who focuses primarily corporate and M&A. His extremely impressive CV can be found HERE..
Unfortunately, I can’t be sure about Ooi Xin Yi, apart from guessing that she is the youngest of the three. I am sure she will gain more recognition after this.
What’s in the book? The book contains 13 Chapters which includes:
- Introduction to Meetings
- Types of Company Meetings
- Meetings and Resolutions for Members
- Written Resolutions of Private Company
- Convening Members’ Meetings
- Notice of Meetings: Directors and Members
- Procedures: Board and Members’ Meetings
- Proxies and Corporate Representatives
- Committee and Creditors’ Meetings
- Annual General Meetings of Public Companies
- Record of Resolutions and Meetings
- Class Meeting of Preference and Shareholder and Different Classes of Shares
- Court-ordered Types of Meetings
As you can see, readers will also get to know more about meetings in both the private and public company setting.
At the risk of sounding petty, I am happy to confirm that there are Appendices and Index provided in this book. Especially the Index! Honestly, I feel annoyed with reference books that don’t provide Index. In my opinion, a book that is written with the noble intention of being a reference or guide, should have an index. Index helps the reader to easily locate a certain info or subject.
With the technology available nowadays, it should not be difficult to prepare an index. Unfortunately, some reference books fail in this area.
Anyway, iike I said, this book contains an Index.
In its back cover, the key features of the book are described as:
- Fully updated to include the provisions of the Companies Act 2016, touching upon a variety of matters arising from various types of company meetings.
- Written by authors with vast company law and corporate secretarial experience.
- Systematic and well-structured organisation of content supported by relevant statutory and case authorities.
- Important rulings of the Companies Commission of Malaysia are reproduced for easy reference.
- Contains appendices in the form of selected guidelines and samples of written resolutions, members’ meeting resolutions, notice of meetings, polling forms, forms for the appointment of proxies and corporate representatives, and minutes of meetings.
All of these info and more, are provided in the website.
Frankly speaking, I have only just started reading the book. Nonetheless, after flipping through the pages I can confirm that it contains numerous references to provisions of the Companies Act 2016 and case laws. Most importantly, the authors use clear and simple language. I like the way they explain a situation, the options/solutions and supported with the relevant law.
Therefore, I can also confirm that it is not filled with confusing legalese. This shows the authors’ clarity of thought and care for the readers when they wrote the book. Reading through the pages, I could almost feel like I am listening to them speak to me.
The book provides numerous samples of minutes, resolutions and notices as well as specimen resolutions of various purposes.
How to convene technology-based meetings? I don’t know – just zoom, perhaps?
Well, how ever it is, that topic is also covered in the book. I suspect, and dearly hope that there’s also some words of wisdom on how to deal with deadlocks and heated arguments during meetings.
I am comfortable with the font size and spacing, but would prefer for it to be a bit darker. Except for the bold headings/titles, the rest of the writings could use a bit more ink, in my humble opinion.
In short, I am confident that the book will be a tremendously beneficial guide for those seeking to understand the law and practice related to company meetings in Malaysia.
Who Should Read This Book?
In the Foreword, Datuk Nallini Pathmanathan (Judge of the Federal Court) described the book as:
“….an invaluable guide to company secretaries, directors, shareholders, legal practitioners, accountants, academics, students and judges alike.”
You should definitely get the book if you want to:
- have legal and practical understanding of various company meetings;
- have ideas on how to prepare company resolutions;
- update your knowledge and skills on company meetings and procedures.
In my opinion, even if you are an experienced company secretary, the book would still be a very handy reference to have.
So, do read the book to learn or update your knowledge about how to address the various matters arising from company meetings.
Visit Sweet and Maxwell Malaysia website for more info.