Page 16 - The Law of Difficult Meetings

The Law of Difficult Meetings

E. Moving for closure of discussion with the assent of the meeting

It is always open for the Chairman to obtain the assent of the meeting to bring the discussion to a close. He
can do this by merely pausing for approbation and then taking the views of the meeting (by a show of hands
or even, as a last resort, on a poll) if there is any objection. The disadvantage in expressly asking for consent is
that it could be said to undermine the authority of the Chairman and to indicate indecisiveness or weakness.
On the other hand, there may be some moral force in demonstrating to the protesters that the feeling of the
meeting is against them and this may solidify the “normal” shareholder support behind the Chairman.

See paragraph 12.1 for exceptions to traded companies’ obligations to cause questions relating to the business
of the meeting to be answered.

12.3 Speaking arrangements

If the meeting room is large, it may be necessary to arrange for microphone points which speakers must use so that
all members at the meeting can hear what is being said. The microphone points should be equally spaced around
the body of the meeting room. If the Chairman takes questions equally from each microphone point, this will help
to give an appearance of equal treatment for all shareholders. It is a good idea for the Chairman to ask shareholders
before speaking to give their names and, if relevant, the names of the members whom they represent (whether as a
corporate representative or as a proxy) and the class of shares held.

In the case of a large meeting, it may be appropriate to set out the speaking arrangements on a “speaking card”
which is given to anyone entitled to speak upon arrival at the meeting. Speaking procedures may ask potential
speakers to register at the nearest speaking point to where they enter by completing the card appropriately.
A “numbers” system for calling speakers to the microphone can then be adopted. If there is more than one
microphone point, a rotational sequence around the meeting room might be adopted so that the appearance of
all members being given a reasonably equal opportunity to speak is maintained. If this procedure is adopted, the
Chairman should make clear in his introductory remarks that if a member during the course of the meeting decides
he wishes to speak at the meeting, he should register at the nearest microphone point.

13. DEFAMATION

A statement made at a meeting will be defamatory if it reflects on a person’s reputation and tends to lower him in
the estimation of right‑thinking members of society generally or to make them shun or avoid him. The company
would only be liable for defamatory statements made by a person who was shown to have acted as its servant or
agent. The Chairman, the directors and anyone else answering questions on behalf of the company at the meeting

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