Anyone who owns shares - even just one share - in a publicly-quoted company is entitled to attend that company's annual general meeting and to vote on all of the resolutions put to the meeting by the board of directors.

This meeting is the one chance ordinary shareholders get to question directors and to express their views on the performance of the company. As the owners of the company, through the shares they have bought, shareholders should use the opportunity to question the directors they have appointed to run the company for them.

On September 13th, Eircom will hold its first annual general meeting at the RDS Main Hall in Ballsbridge in Dublin. With the Eircom share price now some 35 per cent below its €3.90 flotation level, and controversy about bonuses paid to executive directors and plans for a new incentive scheme, many disgruntled retail shareholders are expected to attend. Many of these shareholders will be attending their first annual general meeting.

When you buy shares in a company your name and address is put on a register of shareholders. Every shareholder on this register should receive a copy of the company's annual report, which should set out how the company has performed during the year. Within their annual report, or with it, shareholders should receive notice of the date, time and location of the company's annual meeting.

It is then as simple as turning up at the venue.

About three weeks before the a.g.m., shareholders will receive (with their annual report) details of the resolutions that the board will ask shareholders to vote on at the meeting. These will be set out in the agenda for the meeting, which shows how the board plans to conduct the meeting - the items for discussion and the order in which they will be discussed and voted on.

Documentation sent to shareholders will usually include an "Attendance Card" which they will be advised to bring along to the meeting to facilitate quick entry as they arrive. But even if you forget this card, you cannot be refused admittance.

Usually on arrival at the venue, a shareholder will be asked to sign an attendance list and their entry will be checked against a computerised register of the company's shareholders. They may be asked for proof of identity.

Once inside, it's simply a case of waiting for the directors to take their places at the top table and the meeting to begin. The chairman of the company will open the meeting with an address to shareholders.

During the meeting, shareholders will be asked to vote on the resolutions put forward by the board. They do this by a show of hands or they may be asked to hold up their voting cards.

The voting card is the card on which the resolutions are written - Eircom's shareholders have already received this in the post.

But resolutions do not stand or fall on the voting at the meeting alone. Even if a motion is rejected by a show of hands or cards, it may still be passed because of the blocks of votes already cast by proxy. What are proxy votes?

Eircom shareholders who received their annual general meeting documentation in recent weeks will have noticed that they can vote either by attending the meeting or by sending in a completed resolution form by post before the meeting. These postal votes are proxy votes. Postal votes must be received by the registrars - in the case of Eircom, Computershare Services Ireland Ltd at PO Box 954, Dublin 18 - by 11 a.m. on Monday, September 11th - 48 hours before the meeting.

A shareholder can still attend the meeting even if they have already sent in a postal vote but he/ she cannot vote again at the meeting. Postal votes are counted by the registrars. No vote can be ignored. The registrars will give the company the "for" and "against" postal tally for each resolution before the meeting.

In addition, institutional shareholders - pension and investment funds - usually either indicate their voting intentions to the board or vote by proxy before the meeting. And in the case of Eircom, the board is expected to be told before the meeting of the voting intentions of 35 per cent shareholder Comsource - KPN and Telia - and of the trust that controls the 14 per cent of the company through the Employee Share Ownership Plan.

In the Eircom documentation, shareholders who could not attend the meeting were invited to appoint either the company chairman Mr Ray MacSharry, or another person, or Eircom Nominee Ltd to vote on their behalf at the meeting. Whoever the shareholder appoints must vote in accordance with the shareholder's instructions. This instruction is given through sending in a completed resolution form.

The option of appointing Eircom Nominee to vote on their behalf arises for the 150,000 Eircom shareholders who do not hold their shares as share certificates. When they bought their shares, these shareholders opted to have their shares registered electronically in the global nominee account. As shareholders they are entitled to attend the a.g.m. and vote, but if they cannot do so they can opt to appoint the nominee to vote on their behalf.

Before an a.g.m. even starts, a company chairman may know that all of the motions will be approved through a combination of proxy votes and commitments received from institutional shareholders. At the meeting the company chairman must state how many proxies he holds for each resolution.

If a vote from the floor looks close or is defeated, the chairman or a shareholder can call for a poll - that means that the meeting will be adjourned while the votes of those present are physically counted. Then the proxy votes will be added on and the meeting will be reconvened and the outcome of the vote will be announced.

So if the outcome of the voting may be already decided, is there any point in attending your company's annual general meeting? There is, for a number of reasons. First, when each resolution is introduced, the attending shareholders get an opportunity to put questions to the board from the floor of the meeting. There is the opportunity to comment on relevant issues, to show public disapproval or approval of the resolutions put by the directors and the opportunity to meet other ordinary shareholders.

At the Eircom a.g.m., for example, shareholders who are concerned about the high remuneration packages paid to the two executive directors Mr Alfie Kane and Mr Malcolm Fallen last year could question the board on how these bonuses were calculated, when the first resolution on the reports of the directors and auditors and the accounts is opened for discussion.

Questions can be put to any director. If the question is about remuneration or the proposed share option plan, shareholders may like to direct their questions to the Eircom remuneration committee - chairman Mr Ray MacSharry, Mr Jim Flavin, Mr Dick Spring and Mr Marten Pieters.

Shareholders will be able to question directly the directors who are presenting themselves for re-election to the board - Mr Kane, Mr Pieters, Ms Annika Christiansson and Mr Paul MacKay. They may want to ask Mr Pieters why he is presenting himself for re-election when the company he represents, KPN, is selling its 21 per cent stake in Eircom.

However the meeting is run, shareholders should remember that they are the owners of the company, that the board is employed by them to run the company and that they are entitled to ask questions and to get answers.