Guest articles

An AGM is a mechanism for the management of an organisation, whether this be the BBG or another commercial enterprise, to account to its members or shareholders about the financial affairs and position of the business for the preceding financial year.   In the case of the BBG, its Administrative Board (also known as Board of Directors) are duty bound to report to the members on the work carried out by the Administrative Board and the Business Team during the previous financial year including, but not limited to, the BBG’s financial successes and/or challenges as against agreed budget, and to share its strategy, financial or otherwise, for the year ahead with the members.

An AGM is also a forum for members to formally approve the auditor’s financial report and appointment for the forthcoming year, and elect new Administrative Officers / Board Directors to the Administrative Board, as appropriate.  It is also an opportunity for members to appraise the performance of the Administrative Board and Business Team.

Members may vote in person through the secure on-line portal, or by placing their vote in the ballot box on the day of the AGM.  Alternatively, members who are unable to attend the AGM may appoint a proxy by complete a form which may be obtained from the BBG Business Team. 

As a member-for-member organisation, it is key that members engage in this important annual formality, not least because a minimum number of members must participate in order for decisions made at the AGM to be legally valid but, most importantly, because the contribution and opinion of BBG members is crucial to the success of the Group. 

There are seven roles open for nominations, including a new role created to focus on Technology. The roles that are available are due to the BBG Constitution stipulating a re-election after two years and / or expiration of a four-year period for each voted Administrative Officer / Board Director.  

The open positions include that of our Chairman John Martin St. Valery OBE who has been in role since 2017. John has been an incredible driving force with exemplary leadership and integral to the successful position that the BBG is in now.

Would you like to join the Board of the BBG? Are you already a positive ambassador and supporter of the BBG and its proposition for UK business here in the region and for those companies looking to do business here from the UK? Do you have core professional skills and a developed, engaged network that could be harnessed to educate, inspire and grow the BBG and its membership further? If so, we would like to hear from you for this year's BBG AGM! Follow this link for more information on the roles and how to apply. Members will then need to log in and view the AGM 2022 tabs.

Outside of the BBG, it’s important to note that the statutory duty to hold an AGM applies to companies operating in the UAE which are governed by Federal Law No. (2) of 2005 on commercial companies (Companies Law) i.e. limited liability companies.

Pursuant to the Companies Law, a manager (also known as a director), is responsible for preparing, managing and overseeing a company’s annual audit within 3 months of the company’s financial year end.  This involves the preparation of a report (commonly referred to as the Manager’s Report) that must be presented at the company’s AGM no later than 4 months after the company’s financial year end. 

As AGM’s are effectively convened to address specific issues only, they are not inherently long meetings.  It is therefore surprising that many companies in this jurisdiction do not place much importance on meeting these legal requirements.   Whether you are the owner of a UAE company or a manager/director it is crucial that good governance practices are adopted across your business. 

Failure to uphold best practices, or ensure compliance with the Companies Law in this regard, will undoubtedly have an adverse effect on the value of a UAE business on sale. 

Most important to note is that the failure to comply with the Companies Law could result in legal sanctions against a manager or financial penalties of up to AED 100,000. 

For further information in relation to a manager’s legal duties and obligations under the Companies Law, detailed professional legal advice should be obtained.

Bringing this back to the BBG’s AGM, our thanks to the current Administrative Board and Business Team for their wonderful enthusiasm and combined efforts and skill sets that have culminated in the British Business Group being at its most active, with its highest recorded membership and enjoying multiple industry stakeholder collaborations here in the UAE and in the UK. An incredibly attractive proposition for British businesses in the region.

Good luck to those that will be putting themselves forward to carry on this great work and we all – as members first and foremost – look forward to the continued, positive growth of the BBG!

Helen Barrett

Partner – CBD Corporate Services

Director of Legal and Compliance, British Business Group Dubai and Northern Emirates