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Companies Act 1993

Shareholders and their rights and obligations - Powers of shareholders

109: Management review by shareholders

You could also call this:

“Shareholders can discuss and vote on company management at meetings”

When you go to a meeting of shareholders, the person in charge (called the chairperson) must give you and other shareholders a fair chance to ask questions, talk about, or share your thoughts on how the company is being run.

Even if the company’s rules say otherwise, you and the other shareholders at the meeting can vote on things about how the company is managed. But there are some special rules about how this voting works, which you can find in Schedule 1.

It’s important to know that unless the company’s own rules say so, any decisions you and the other shareholders make about how to run the company aren’t something the board has to follow. The board is the group of people who usually make decisions for the company.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320492.

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Part 7 Shareholders and their rights and obligations
Powers of shareholders

109Management review by shareholders

  1. Notwithstanding anything in this Act or the constitution of the company, the chairperson of a meeting of shareholders of a company must allow a reasonable opportunity for shareholders at the meeting to question, discuss, or comment on the management of the company.

  2. Notwithstanding anything in this Act or the constitution of the company, but subject to subsections (2A) and (3), a meeting of shareholders may pass a resolution under this section relating to the management of a company.

  3. The provisions of Schedule 1 govern proceedings at a meeting of shareholders at which a resolution under this section is passed except to the extent that the constitution of the company provides for matters that are expressed in that schedule to be subject to the constitution of the company.

  4. Unless the constitution provides that the resolution is binding, a resolution passed pursuant to subsection (2) is not binding on the board.

Notes
  • Section 109(2): amended, on , by section 7(1) of the Companies Amendment Act (No 2) 2004 (2004 No 24).
  • Section 109(2A): inserted, on , by section 7(2) of the Companies Amendment Act (No 2) 2004 (2004 No 24).