338

SECRETARIAL PRACTICE
If the report recommends the payment of a dividend,
a second resolution may be submitted to the following effect,
or these words may be added at the end of the first resolution,
namely: —'That a dividend of per cent. for the
year ended 31st December last be and the same is hereby
declared on all the issued shares of the company payable
less income tax to the shareholders appearing on the register
as on the day of (the date on
which the share register was closed).

The wording must of course be altered to suit the cir-
cumstances, e.g. if there are two or more classes of shares
the resolution must state exactly on which class of shares
the dividend is payable. If an interim dividend has been
paid it is desirable to add after the words ‘dividend of
per cent.” words in brackets to the following effect ‘(making
with the interim dividend declared on the last, a
dividend of per cent.).’

The next resolution usually submitted is the resolution
for the re-election of the retiring directors, and should be
in the following words: —

That Mr. ‘A. B.’ the director retiring by rotation, be and

he is hereby re-elected a director of the company.

The resolution appointing the auditors is usually proposed
and seconded by some shareholder other than a director.
While this is usual and desirable, it is by no means necessary,
and it is quite competent for the resolution to be proposed
and seconded by directors or other officials. The resolution
should be in the following form: —

That Messrs. ‘A. B. & Co.,’ chartered (or incorporated)
accountants, be and they are hereby appointed
auditors of the company for the ensuing year, at a
remuneration of £

S. 132 of the Companies Act, 1929, provides that every
company shall at each annual general meeting appoint an
auditor, and sub-s. (6) of that section provides that the re-
muneration of the auditors shall be fixed by the company
in general meeting. Presumably, however, it is in the power
of the shareholders to delegate their functions to the directors
if they so desire, and in the case of new companies it is not
unusual for the shareholders to appoint the auditors, but
instead of fixing their remuneration, to add at the end of
the resolution, words to the following effect: ‘At a remunera-
tion to be fixed by the board.’

Amend- - If any amendment is proposed to a resolution, such
ments, amendment after being seconded, is put to the meeting before