How decisions are made at the shareholders' meeting. General meeting of shareholders of a joint-stock company
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When holding a meeting, first of all, it should be taken into account that, in accordance with Article 181.2 of the Civil Code of the Russian Federation, a decision of the meeting is considered adopted if the majority of the meeting participants voted for it and at the same time at least fifty percent of the total number of participants participated in the meeting.
For joint-stock companies, this provision is also enshrined in Article 58 of the Law "On Joint-Stock Companies": the general meeting of shareholders is competent (has a quorum) if shareholders who collectively own more than half of the votes of the outstanding voting shares of the company took part in it. If there is no quorum for the meeting (both annual and extraordinary), it can be held again with the same agenda.
The repeated meeting of shareholders will be valid if at least 30% of the placed voting shares of the company take part in it (paragraph 3 of Article 58 contains an indication that for joint-stock companies with more than 500 thousand shareholders, the charter can provide for a quorum less than 30% Thus, the charter of these companies may contain any quorum for the eligibility of a repeated meeting). If the repeated meeting of shareholders is held less than 40 days from the date on which the previous meeting did not take place, the persons entitled to participate in the meeting are determined in accordance with the list of persons entitled to participate in the meeting, to the previous (failed) meeting. Also, in the absence of a quorum for holding an annual general meeting of shareholders on the basis of a court decision no later than 60 days later, a repeated general meeting of shareholders with the same agenda should be held (an additional appeal to the court in this case) is not required. The repeated general meeting of shareholders is convened and held by the person or body of the company specified in the court decision, and if the specified person or body of the company did not convene the annual general meeting of shareholders within the time period specified by the court decision, the repeated meeting of shareholders is convened and held by other persons or body of the company who filed a claim with the court, provided that these persons or the body of the company are indicated in the court decision.
With extraordinary meetings of shareholders, the situation is different: in the absence of a quorum for holding an extraordinary general meeting of shareholders on the basis of a court decision, a repeated general meeting of shareholders is not held.
In limited liability companies, when determining the quorum, the number of votes is calculated from the total number of votes of the company's participants, while in JSC the number of votes is calculated based on the votes provided by the voting shares of the shareholders participating in the meeting.
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Types and competence of general meetings of shareholders
The concept of the general meeting of shareholders. General Meeting of Shareholders- ϶ᴛᴏ form of management of a joint-stock company by its shareholders. It has the following main features:
- will be the supreme governing body of the joint-stock company;
- ϶ᴛᴏ body of indirect management of the joint-stock company. The General Meeting under no circumstances can perform the functions of direct management of the joint-stock company;
- ϶ᴛᴏ the body through which the shareholders manage the joint-stock company. We are talking about shareholders who have shares with voting rights. All other shareholders in most cases do not take part in the work of the general meeting;
- ϶ᴛᴏ body of possessory control over the joint-stock company.
Competence of the general meeting of shareholders.
Competence of the general meeting of shareholders- ϶ᴛᴏ a list of issues established by law, decisions on which this meeting is entitled to take.
Shareholders may not, at their discretion, expand the list of issues submitted for decision by the general meeting beyond the list provided for by law.
Types of competence of the general meeting. The competence of the general meeting is divided into exclusive and alternative.
Exclusive competence of the general meeting— ϶ᴛᴏ a list of issues that, according to the law, can only be decided at a general meeting of shareholders and cannot be submitted for decision to the elected or executive bodies of the company.
Alternative competence of the general meeting— ϶ᴛᴏ a list of issues that, according to the law, ᴏᴛʜᴏϲᴙ are within the competence of the general meeting of shareholders, but the decision of those in ϲᴏᴏᴛʙᴇᴛϲᴛʙ and the charter of a joint-stock company can be assigned to the elected or executive bodies of the company.
Within the limits of the maximum (exclusive plus alternative competence) and minimum (exclusive competence) list of issues attributed by law to the competence of the general meeting, the charter of a joint-stock company fixes a specific list of issues attributed by shareholders (founders) to the competence of the general meeting.
The boundaries of the competence of the general meeting are also determined by the fact that it cannot cancel or correct the decisions of other management bodies of the joint-stock company. If the issue is referred simultaneously to the competence of two governing bodies, then at first it is considered by the lower body, and the next governing body in turn considers the issue only if the first one cannot make a decision on it. If one governing body has already made a decision on it, the other is not entitled to consider it.
Competence of the general meeting of shareholders of this joint-stock company- ϶ᴛᴏ list of issues, decisions on which in ϲᴏᴏᴛʙᴇᴛϲᴛʙ and the charter of this joint-stock company can only be taken by the general meeting of its shareholders.
List of issues falling within the competence of the general meeting of shareholders. In table. 1 grouped all issues that fall within the competence of the general meeting of shareholders by law. It is indicated who introduces the ϲᴏᴏᴛʙᴇᴛϲᴛʙa question to the meeting, how many votes it can be adopted, and what type of competence this issue belongs to.
Competence of the general meeting of shareholders
| The list of issues that, according to the law, are within the competence of the general meeting of shareholders | Who is asking the question | Decision procedure | Type of competence |
| 1 | 2 | 3 | 4 |
| Amendments and additions to the charter of the company or approval of the charter of the company in a new edition | Shareholders, directors | Exceptional | |
| Society reorganization | Board of Directors | It is important to know that by a 3/4 majority | Exceptional |
| Liquidation of a company, appointment of a liquidation commission and approval of liquidation balance sheets | Board of Directors | It is important to know that by a 3/4 majority | Exceptional |
| Determination of the number of directors (supervisory board) of the company, election of its members and early termination of their powers | Shareholders, directors | By simple majority vote | Exceptional |
| Determining the number, nominal value, category (type) of declared shares and the rights granted by these shares | Shareholders, directors | It is important to know that by a 3/4 majority | Exceptional |
| Increasing the authorized capital of the company by increasing the par value of shares or placing additional shares | Board of Directors | By simple majority vote | Alternative |
| Reducing the authorized capital of the company by reducing the nominal value of shares, acquiring a part of the shares by the company, reducing their total number, as well as by redeeming shares acquired or redeemed by the company | Shareholders, directors | By simple majority vote | Exceptional |
| Formation of the executive body of the company, early termination of its powers | Shareholders, directors | By simple majority vote | Alternative |
| Election of members of the audit commission (auditor) of the company and early termination of their powers | Shareholders, directors | By simple majority vote | Exceptional |
| 1 | 2 | 3 | 4 |
| Approval of the company's auditor | Shareholders, directors | By simple majority vote | Exceptional |
| Approval of annual reports, financial statements, incl. on the profits and losses of the company, as well as the distribution of profits, incl. payment (declaration) of dividends and losses of the company based on the results of the financial year | Shareholders, directors | By simple majority vote | Exceptional |
| Determining the procedure for holding a general meeting of shareholders | Shareholders, directors | By simple majority vote | Exceptional |
| Election of members of the counting commission and early termination of their powers | Shareholders, directors | By simple majority vote | Exceptional |
| Share split and consolidation | Board of Directors | By simple majority vote | Exceptional |
| It is important to note that the approval of major transactions | Board of Directors | By simple majority vote | Exceptional |
| Conclusion of transactions, in the commission of which there is an interest | Board of Directors | By simple majority vote | Exceptional |
| Acquisition of outstanding shares by the company | Board of Directors | It is important to know that by a 3/4 majority | Exceptional |
| Participation in holding companies, financial and industrial groups, other associations of commercial organizations | Board of Directors | By simple majority vote | Exceptional |
| Approval of internal documents regulating the activities of the management bodies of the joint-stock company | Board of Directors | By simple majority vote | Exceptional |
Types of general meetings of shareholders
General meetings of shareholders are subdivided according to the frequency of holding and the form of holding.
According to the frequency, the general meeting can be regular (annual) and extraordinary.
According to the form of the general meeting, it can be organized in the form of joint attendance (in person) and absentee voting (absentee form)
Annual Meeting of Shareholders- ϶ᴛᴏ meeting, which is held once a year within the time limits established by the charter of the joint-stock company, but not earlier than two months and not later than six months after the end of the financial year of the joint-stock company.
Extraordinary meeting of shareholders- ϶ᴛᴏ meeting, which is held in addition to the annual meeting during a given year at the initiative of shareholders or management bodies of the company.
Meetings held in the form of joint attendance of shareholders. In-person meeting of shareholders— ϶ᴛᴏ general meeting of shareholders, organized on the basis of the direct presence of shareholders or their representatives. Decisions on them are made with the direct participation of shareholders or their representatives in the discussion of the agenda and in voting.
For this form of organization of the general meeting, it is characteristic that it can be held both annual and extraordinary, and any issue related to its competence can be resolved at it.
Meetings held in the form of absentee voting.Absentee form of the meeting of shareholders- ϶ᴛᴏ meetings, at which the voting of shareholders on the agenda items is carried out in absentia, without giving them the opportunity of joint presence for discussion and decision-making.
The need for an absentee form of holding general meetings of shareholders. The absentee form of voting can be viewed as a mechanism that, on the one hand, allows the company and shareholders to reduce the costs of holding meetings, and on the other hand, enables shareholders to exercise their right to participate in the management of a joint-stock company.
Features of the absentee form of the meeting of shareholders. Meetings held in the form of absentee voting are characterized by the following specific features:
- in ϶ᴛᴏth form, decisions cannot be made on the election of the board of directors, the audit commission, approval of the company's auditor, annual report, balance sheet, profit and loss account of the company, as well as on the distribution of profits and losses of the company;
- voting is carried out only using ballots, regardless of the number of shareholders;
- a new general meeting of shareholders cannot be held by absentee voting to replace the failed one, which should have been held by joint attendance.
Organization of holding an absentee general meeting of shareholders. The procedure for holding a general meeting of shareholders held in the form of absentee voting is determined by the regulation on the procedure for holding a general meeting of shareholders by absentee voting, approved by Resolution No. 8 of April 20, 1998 of the Federal Commission for the Securities Market of the Russian Federation.
The organization of holding a general meeting in absentia includes the following main specific stages:
- Preparation of ballots for absentee voting. The ballot paper must contain:
- full corporate name of the joint-stock company;
- the date of expiration of the term for acceptance of voting ballots;
- the wording of each issue put to the vote;
- voting options for each issue put to the vote, expressed as “for”, “against” or “abstained”;
- an indication that the ballot paper must be signed by the person included in the list or his representative.
2. Distribution of bulletins and information. Information about the holding of the general meeting by absentee voting is sent to the persons included in the list of participants by letters. If necessary, duplicated in the media. The deadline for notification of a general meeting is established by the charter of the company. It is worth saying that for companies with more than 1,000 shareholders, such a period cannot be less than 30 days before the deadline for accepting voting ballots. Voting ballots shall be sent by registered mail or delivered against signature to each person entitled to participate in the General Meeting of Shareholders no later than 20 days prior to the General Meeting of Shareholders.
3. Holding an absentee meeting of shareholders on the basis of processing all sent ballots and formalizing the decisions made on the agenda.
The decision of the general meeting of shareholders on each issue of the agenda, adopted by absentee voting, is considered valid if the shareholders owning in the aggregate at least half of the voting shares of the company participated in the voting on this issue.
All other procedures necessary for organizing and holding a general meeting of shareholders are similar to those that can be used when holding in-person meetings of shareholders.
Organization of the annual meeting of shareholders in person
By the way, the stages of holding the annual meeting of shareholders in person. The annual meeting of shareholders will be the most important instrument of corporate governance. The procedure for its convocation, preparation and holding is regulated in sufficient detail by legislative acts and the charter of the company.
The main typical stages of organizing the annual meeting of shareholders and the sequence of their implementation are presented in Table. 2.
The main stages of organizing the annual general meeting of shareholders in person| By the way, the stages of organization | Dates |
| Making proposals to the agenda and nominating candidates for management and control bodies | Until January 31 |
| Publication of the list of affiliates | Until January 31 |
| The term for consideration by the board of directors of received proposals and applications | 5 business days (until February 5) |
| Deadline for sending motivated refusals | 3 working days from the date of its acceptance |
| Date of compilation of the list of shareholders entitled to participate in the annual general meeting | Not earlier than the date of the decision and 50 days before the date of the general meeting |
| Not later than 20 days before the date of the meeting | |
| Deadline for notifying the meeting | |
| Preliminary approval of the directors of the company's annual report | Not later than 30 days before the date of the meeting |
| Within 20-30 days before the date of the meeting | |
| Date of the annual meeting of shareholders | Not earlier than March 1 and not later than June 30 |
Not all issues of preparing and holding a general meeting of shareholders can be reflected in the law and the charter of the company, therefore, in order to avoid various kinds of misunderstandings and prevent conflict situations, it is recommended to have a clearly defined and adopted by the joint-stock company rules for preparing and holding a general meeting of shareholders.
Formation of the agenda of the meeting of shareholders. The agenda of the annual general meeting of shareholders is formed by the shareholders. Shareholders holding in aggregate at least 2% of the voting shares of the company, no later than 30 days after the end of the financial year, unless the charter provides for a later date, may make proposals to the agenda of the annual general meeting of shareholders and nominate candidates for the board of directors of the company, the audit and counting commissions of the joint-stock company, the number of which cannot exceed the quantitative composition of the governing body, as well as the candidate for the position of the sole executive body. For each proposal received, the board of directors makes a separate decision: to accept or reject.
An item on the agenda is introduced in writing, indicating the reasons for raising it, the name of the shareholder who introduces the item, as well as the number and category (type) of shares owned by him.
The meeting of shareholders is not entitled to consider and make decisions on issues not included in the agenda.
The agenda of the general meeting of shareholders may include only those issues that are within the competence of the ϶ᴛᴏth management body in accordance with the law and the charter of this joint stock company.
Grounds for refusal to include the shareholder's proposal in the agenda. The grounds for rejecting proposals submitted by shareholders may be:
- non-compliance with the deadline for submitting proposals. Applications submitted on time are considered to be applications sent by mail no later than 24:00 of the day on which the deadline for submitting applications expires (January 30), or submitted on this day to the society before the end of the working day;
- the number of shares owned by the shareholders who submitted the offer is less than that established by law. If the shareholders have collected two or more percent of voting shares in total to include an issue on the agenda, then the application must be accompanied by a signature list with the signatures of the shareholders supporting the candidacy or agenda items specified in the application;
- the proposal does not provide all the data;
- the issue proposed for inclusion in the agenda of the general meeting of shareholders of the company is not within its competence and does not meet the requirements of the law.
This list will be exhaustive when deciding whether to reject a shareholder's proposal on the agenda. The Board of Directors is not entitled to refuse a shareholder on other grounds.
The board of directors of the company may decide not to include the issues submitted by the shareholder in the agenda of the general meeting. In this case, the decision of the board of directors of the company to refuse to include the issue on the agenda of the general meeting of shareholders is sent to the shareholder who submitted the issue no later than three days from the date of its adoption. If the shareholder has not received the decision of the board of directors of the company to refuse to include the issue on the agenda of the general meeting, then ϶ᴛᴏ means that the issue is included in the agenda of the general meeting of shareholders.
Decisions of the company's board of directors to refuse to include an issue on the agenda of the general meeting of shareholders or a candidate on the list of candidates for voting for elections to the company's board of directors and audit commission, as well as the board's evasion from making a decision, may be appealed in court.
Items to be included on the agenda. From the general list of issues within the competence of the general meeting of shareholders, the following will be mandatory for consideration at the annual meeting:
- approval of the annual report, annual financial statements, incl. profit and loss statements of the company;
- profit distribution, incl. payment (declaration) of dividends, or announcement of losses of the joint-stock company based on the results of the financial year;
- election (re-election) of members of the board of directors.
In the event that the terms of office of the elected management bodies of the joint-stock company expire in a given year, the following issues shall be resolved at the meeting without fail:
- election of sole and collective management bodies, if the charter of the company ϶ᴛᴏ refers to the competence of the general meeting of shareholders;
- determination of the quantitative composition of the audit commission and election of its members;
- approval of the external auditor;
- election of members of the counting commission.
Nomination of candidates to the Board of Directors and the Audit Commission. When making proposals to nominate candidates to the Board of Directors or the Audit Commission, incl. in case of self-nomination, the shareholder is obliged to indicate the name of the candidate (if the candidate is a shareholder of the company, it is extremely important to indicate the number and category of shares he owns), the names of the shareholders nominating the candidate, the number and categories of shares they own.
Issues resolved by the board of directors when organizing a meeting of shareholders. The decision to convene a general meeting of shareholders is made by the board of directors in strict compliance with the law and the charter of the joint stock company. This solution includes:
- the form of holding the general meeting of shareholders (in person or in absentia);
- the agenda of the general meeting of shareholders. This process covers two stages: at the first stage, traditionally until February 14 of the current year, proposals on the agenda received from shareholders are considered, and a decision is made to include (or not include) them in the agenda. At the second stage, when making a decision to convene a meeting, the agenda is formed as a whole, taking into account the decisions made earlier;
- the date, place and time of the General Meeting of Shareholders and, in the case of ballot voting, the postal address to which the ballots may be sent, or in the case of absentee voting, the closing date for the receipt of voting ballots and the postal address to which completed ballots should be sent;
- the date of drawing up the list of persons entitled to participate in the general meeting of shareholders;
- the procedure for notifying shareholders of the holding of a general meeting;
- a list of materials provided to shareholders in preparation for the general meeting;
- form and text of the voting ballot in case of voting by ballots.
Formation of a list of persons entitled to participate in the general meeting. The list of persons entitled to participate in the general meeting of shareholders is compiled on the basis of the data of the register of shareholders of the company. The procedure for the preparation and execution of the ϶ᴛᴏth list is determined. It is worth saying - the regulation on maintaining the register of registered securities holders, approved by the Decree of the Federal Securities Commission of Russia dated 02.10.97 No. 27. In addition to the ϶ᴛᴏth, the procedure for compiling the list for each joint-stock company may be determined by its internal documents.
In the event that a special right for the participation of the Russian Federation, a constituent entity of the Russian Federation or a municipality in the management of the specified company (“golden share”) is used in relation to a joint-stock company, representatives of the Russian Federation, a constituent entity of the Russian Federation or a municipality are also included in this list.
The list of participants in the meeting of shareholders includes shareholders who own shares of the company as of the date set by the board of directors for compiling the list of shareholders entitled to participate in the meeting. It is usually referred to as the closing date of the register of shareholders.
Date of closing the register of shareholders- ϶ᴛᴏ date on which the list of participants in the general meeting of shareholders is compiled. The date of compiling the list of participants in the meeting of shareholders cannot be set earlier than the date of the decision to convene the general meeting. No more than 50 days may elapse between the ϶ᴛᴏ date and the day of the meeting. In the event that voting ballots are distributed, i.e. in cases where a general meeting of shareholders is held in the form of absentee voting and in joint-stock companies where the number of shareholders owning voting shares exceeds 1,000, this date must be set at least 45 days before the meeting.
If the voting shares are held by a nominal holder, then he is obliged to provide data on the persons in whose interests he owns the shares in order to compile a list of shareholders entitled to participate in the general meeting as of the date of the list.
The list of persons entitled to participate in the general meeting of shareholders must contain the following information:
- person's name;
- data necessary for its identification;
- data on the number and category (type) of shares, the right to vote on which it has;
- mailing address to which notices of the general meeting and voting ballots should be sent.
At the request of the persons included in the voting list and having at least 1% of the votes, the list is provided to them for review. With ϶ᴛᴏm, the data of documents and the postal address of individuals included in the ϶ᴛᴏt list are provided only with the consent of these persons.
Forms of participation of the shareholder in the work of the meeting. The right to participate in the general meeting is exercised by the shareholder both personally and through his representative. The representative of the shareholder has the right to participate in the general meeting on the basis of a power of attorney, which confirms his right to representation before the company. The shareholder may appoint any person as his representative. Issues related to representation and the procedure for issuing a power of attorney are regulated by the Civil Code of the Russian Federation.
A power of attorney issued by an individual shareholder is extremely important to notarize. A power of attorney on behalf of a legal entity is issued signed by its head with the seal of the ϶ᴛᴏ organization.
Legality of the general meeting. The General Meeting of Shareholders will be competent, i.e., has the right to start work and make decisions on the announced agenda only if it has a quorum.
Quorum of the general meeting of shareholders- ϶ᴛᴏ the number of votes present at the meeting, which will be sufficient for its holding in accordance with the law and the charter of the joint-stock company.
The quorum of the meeting is ensured by the presence, personally or through authorized representatives, of shareholders holding in aggregate more than half of the votes of the company's outstanding voting shares. If voting ballots were sent to the shareholders, then the votes represented by the ballots are also taken into account when determining the quorum, if they were received by the company no later than two days before the general meeting of shareholders.
If the agenda of the General Meeting of Shareholders includes issues, voting on which is carried out by a different composition of voters, the determination of the quorum for making a decision on these issues is carried out separately.
When determining the quorum, votes are not taken into account:
- represented by shares on the company's balance sheet;
- represented by not fully paid shares;
- in excess of the established limit of the total number of votes, which one shareholder can have at a meeting of shareholders, if such a limit is contained in the company's charter.
The quorum is determined at the end of registration for participation in the general meeting of shareholders. In the absence of a quorum, a new date for the general meeting of shareholders will be announced, and a new general meeting, convened instead of the failed one, will be eligible if shareholders who have a total of at least 30% of the votes of the outstanding voting shares of the company have registered to participate in it. If the number of shareholders of the company exceeds 500 thousand, then the charter of the company may provide for a smaller quorum for holding a general meeting of shareholders instead of the failed one.
Changing the agenda of a new meeting to replace the failed one is not allowed.
Notice of a new meeting of shareholders must be made no later than 20 days before the date of its holding. If the date of the new meeting is postponed by less than 40 days, the list of persons entitled to participate in the general meeting remains unchanged. If the terms of the general meeting are postponed for a period of more than 40 days, then all the rules for preparing the meeting must be fully observed. The repeated holding of the meeting gives the owners of relatively small shareholdings a chance to form the second management team, as well as the opportunity to decide in their favor on issues that require a qualified majority for their adoption.
Extraordinary meeting of shareholders
The right to convene an extraordinary meeting of shareholders. The initiative (demand) to hold an extraordinary meeting of shareholders can only come from the following bodies and persons related to the work of the joint-stock company:
- board of directors of a joint-stock company;
- audit commission;
- the auditor of the joint-stock company;
- shareholders owning in the aggregate at least 10% of the votes.
The main reasons for holding extraordinary meetings. In practice, the need to hold an extraordinary meeting of shareholders is most often due to significant changes in the capital structure of the company or its reorganization, which are traditionally accompanied by a change of persons in the management bodies of the company.
Terms for convening an extraordinary meeting. An extraordinary meeting is convened by the board of directors no later than 40 days, and if the agenda contains the issue of electing members of the board of directors - 70 days from the date of the request to convene it.
If the request to convene an extraordinary meeting comes from the shareholders, then the request must contain the names of the shareholders, the number and category (type) of shares they own.
The request to convene an extraordinary meeting of shareholders shall be signed by the person (persons) requesting its convening. It should formulate issues to be included in the agenda of the meeting. The Board of Directors is not entitled to make changes to the wording of agenda items and change the proposed form of the meeting.
Arranging the convening of an extraordinary meeting. The content and sequence of the stages of convening an extraordinary meeting of shareholders are largely the same as the stages of convening an annual meeting. These steps are presented in Table. 3.
Procedure for convening an extraordinary meeting of shareholders| By the way, the stages of preparing an extraordinary meeting of shareholders | Dates | Timing, with agenda including board election |
| Consideration by the board of directors of the request to convene an extraordinary meeting | 5 days | 5 days |
| Sending a decision of the board of directors to convene a meeting or a reasoned decision to refuse | 3 days from the date of the decision | |
| Drawing up a list of shareholders entitled to participate in the meeting | No more than 45-50 days before the meeting | No more than 45-65 days before the meeting |
| Notification to shareholders about the meeting | 20-30 days before the meeting | 50 days before the meeting |
| Date of submission of proposals for candidates | 30 days before the meeting | |
| Consideration by the board of directors of proposals on the agenda of the meeting | Not later than 5 days after the deadline for submitting proposals | |
| Direction of motivated refusals to include the issue on the agenda of the meeting | Not later than 3 days from the date of the decision | |
| Distribution of ballot papers | Not later than 20 days before the meeting | |
| Providing access to information materials | Within 20-30 days before the meeting | |
| Deadlines for holding a meeting of shareholders from the moment a request is made to convene it | 40 days | 70 days |
The procedure for holding an extraordinary meeting, including the issue of electing members of the board of directors. This procedure includes the following basic requirements:
- the meeting must be held within 70 days from the date of the request to hold the meeting;
- the deadline for sending notices of the meeting must be set no later than 50 days before the meeting;
- the list of persons entitled to participate in the meeting is compiled on the basis of the data of the register of the joint-stock company and cannot be established earlier than the date of the decision to hold the meeting and more than 65 days before the meeting, and if the agenda includes items, voting on which is carried out different voting composition, the date of drawing up the list of persons entitled to participate in the general meeting of shareholders is set at least 45 days before the date of the meeting;
- shareholders owning at least 2% of voting shares have the right to propose candidates for election to the board of directors no later than 30 days before the date of the extraordinary general meeting of shareholders, unless the charter establishes a later date;
- the company is obliged to provide access to information (information materials), which include annual financial statements, information about candidates for the company's executive bodies, the board of directors, the audit and counting commission of the company, draft decisions of the general meeting of the company and other materials provided for by the company's charter. The specified information within 20 days, and in the case of a general meeting, the agenda of which contains the issue of reorganization of the company, within 30 days before the general meeting should be available to persons entitled to participate in the general meeting of shareholders.
Reasons for refusing to convene an extraordinary meeting. Within five days after receiving the request to hold an extraordinary meeting, the board of directors must decide to convene an extraordinary general meeting of shareholders, or to refuse to convene it. The decision to refuse to convene an extraordinary meeting may be taken only in cases where:
- the procedure established by law for submitting a request to convene an extraordinary meeting of shareholders has not been observed;
- shareholders who demand the convening of an extraordinary meeting will not be the owners of the voting shares required for the ϶ᴛᴏth block of voting shares;
- none of the issues on the proposed agenda of the extraordinary meeting is within its competence.
If the board of directors has not made a decision to hold an extraordinary meeting within 5 days from the date of submission of the request or has made a decision to refuse to convene it, then the extraordinary meeting of shareholders may be convened by the bodies and persons requiring its convening.
A joint-stock company has the right to issue two types of shares: ordinary, or shares with the right to vote and an unfixed amount of the dividend paid, and preference, or shares with a fixed level of dividend, but without the right to vote.
At the same time, the absence of voting rights for preferred shares will not be absolute. According to the law, in certain situations, preferred shares may give the right to vote. Excluding the above, they may have the same in cases stipulated by the charter of a particular joint-stock company.
Voting share of this joint-stock company- ϶ᴛᴏ a share of this joint-stock company, which gives the shareholder - its owner the right to vote in resolving the issue put to a vote at the general meeting of shareholders.
- shares giving the right to vote on all issues within the competence of the general meeting. They include ordinary shares;
- shares that grant the right to vote only on certain issues on the agenda of the meeting of shareholders. They include certain types of preferred shares.
In the framework of international practice, even ordinary shares do not always have the right to vote in full. There are examples when ordinary shares of a certain type of a particular joint-stock company do not have voting rights at all (except when such a right arises in situations established by law)
The following types of shares have the right to vote at the general meeting of shareholders:
- Ordinary shares.
- Preferred shares, the voting right for which is provided for by the charter of the company (usually ϶ᴛᴏ preferred shares convertible into ordinary)
- Preferred shares in cases of non-payment of dividends established by the charter on them:
- ordinary preference shares acquire the right to vote at the general meeting following the annual meeting, at which the dividends established by the charter on these shares were not declared or decided to pay them in part;
- cumulative preferred shares acquire the right to vote, starting from the meeting following the annual meeting, at which no decision was made to pay dividends;
- preference shares of type "A" acquire the right to vote in case of non-payment of a dividend on them only when the joint-stock company has received a profit at the end of the year. If there is no profit, then non-payment of dividends on such shares does not lead to the acquisition of voting rights;
- Type B preference shares acquire voting rights if, as of the date of compiling the list of shareholders, the total number of ordinary and voting B-type preference shares owned by the property fund does not exceed 20% of the shares that are voting at this meeting.
- Any preferred shares when resolving issues of reorganization and liquidation of a joint-stock company.
- Relevant types of preferred shares when deciding on the issue of making additions and changes to the charter of a joint-stock company that restrict the rights of their owners.
- preference shares, except for the previously listed cases (mainly related to the failure of the joint-stock company to pay fixed dividends on them);
- not fully paid ordinary or preference shares;
- shares credited (repurchased or acquired) to the balance sheet of the joint-stock company;
- shares owned by members of the board of directors (supervisory board) of a joint-stock company or by persons holding positions in the management bodies of the company, when members of the audit commission (auditor) of the joint-stock company are elected;
- shares of a participant in the meeting of shareholders when deciding on the issue of exemption from the obligation to repurchase shares owned by other shareholders, a person who, independently or together with ϲʙᴏ affiliated persons, intends to acquire or has already acquired 30 or more percent of the ordinary shares of a joint-stock company, in which he has no right to participate said person;
- shares of a participant in the meeting of shareholders when deciding on the conclusion of a transaction, in which this participant has an interest. This decision can only be made by participants in the meeting of shareholders who are not interested in such a transaction.
For joint-stock companies with more than 100 shareholders owning voting shares, the law provides for mandatory voting by ballots.
Note that the text and form of the bulletin are approved by the board of directors of the joint-stock company. The voting ballot shall be issued against signature to the person who has registered to participate in the General Meeting of Shareholders.
The law establishes mandatory requirements for a ballot paper, which must contain:
- full corporate name of the joint-stock company and its location;
- form of the general meeting of shareholders (meeting or absentee voting);
- the date, place and time of the general meeting, as well as the postal address to which completed ballots should be sent;
- the wording of the decision of each issue put to the vote;
- voting options for each issue of the agenda put to the vote, expressed in the wording: “for”, “against”, “abstained”;
- mention that the ballot is signed by the shareholder.
When voting on the issue of electing a member of the board of directors or the audit commission of a joint-stock company, the voting ballot must contain information about the candidates, indicating the last name, first name, patronymic.
The procedure for storing ballots for voting. Upon completion of the work of the General Meeting of Shareholders, voting ballots must be deposited. The Central Expert and Verification Commission under the Federal Archival Service of Russia has set the deadlines for keeping ballots for voting at general meetings of shareholders. It is worth noting that they must be kept until the termination of the activities of this joint-stock company.
Counting commission of the joint-stock company. In a company with more than 100 shareholders - owners of voting shares of the company, a counting commission is created, the quantitative and personal composition of which is approved by the general meeting of shareholders.
If a professional registrar is the holder of the register of a joint-stock company, then he may be entrusted by this company with the performance of the functions of the counting commission. If in a joint-stock company the number of shareholders - owners of voting shares of the company is more than 500, then the functions of the counting commission must be performed by the registrar of the company.
The quantitative composition of the counting commission cannot be less than three people.
Members of the counting commission cannot be:
- members of the board of directors;
- members of the audit commission;
- members of the collegial executive body;
- sole executive body of the company.
Competence of the counting commission.
The Counting Commission performs the following functions:
- verification of powers and registration of persons participating in the general meeting of shareholders;
- determination of the quorum of the general meeting of shareholders;
- clarification of issues arising in connection with the exercise by shareholders of the right to vote at the general meeting;
- clarification of the procedure for voting on issues put to a vote;
- ensuring the established procedure for voting and the rights of shareholders to participate in voting;
- counting of votes and tabulation of voting results;
- drawing up a protocol on the results of voting;
- the place and time of the general meeting;
- the total number of votes possessed by shareholders - owners of voting shares of the company;
- the number of votes possessed by the shareholders participating in the general meeting;
- information about the chairman and secretary of the general meeting;
- the agenda of the general meeting of shareholders;
- the main provisions of the speeches of the participants of the meeting;
- questions put to the vote;
- results of voting on all items on the agenda;
- decisions taken by the general meeting of shareholders.
- they were accepted in violation of the law or the charter of the company;
- the shareholder did not take part in the general meeting or voted against the adoption of such a decision, which violated his rights and legitimate interests.
The minutes of the General Meeting of Shareholders shall be drawn up no later than 15 days after the closing of the meeting or the deadline for accepting ballots when holding the General Meeting of Shareholders in the form of absentee voting. The minutes of the general meeting of shareholders are drawn up in two copies, which are signed by the chairman and secretary of the meeting.
The minutes of the general meeting of shareholders must contain the following information:
Results of the general meeting of shareholders. Decisions adopted by the general meeting will be binding on all shareholders, regardless of their participation in the work of the meeting and the nature of voting.
Shareholders have the right to appeal the decisions of the general meeting of shareholders in court if:
The court has the right, taking into account all the circumstances of the case, to uphold the contested decision, if the voting of this shareholder could not affect the voting results, the committed violations would not be significant and the decision did not cause losses to this shareholder.
Let us consider in more detail the issues related to the activities of the General Meeting of Shareholders as the supreme management body of a joint-stock company. This is important primarily because the General Meeting provides the only opportunity for an ordinary shareholder to influence the policy pursued by the company.
The General Meeting of Shareholders resolves all issues related to the activities of the company, with the exception of those that are assigned by law, the charter or decisions of the meeting itself to the exclusive competence of other management bodies of the company.
The general meeting does not represent the affairs of society, but limits its activities to the approval of decisions on them.
Decisions adopted by the General Meeting are binding on all shareholders, both present and absent.
The implementation of the decisions of the Meeting is organized by the Board of the company under the control of the Board of Directors.
The procedure for convening, preparing and holding the General Meeting of Shareholders is established by the Board of Directors in strict accordance with the provisions of the charter and internal regulatory documents of the company that regulate the relationship between shareholders and the management bodies of the company.
Recall that for these purposes there may be a special document - the Regulations on the General Meeting of Shareholders, or otherwise - the Rules of the General Meeting, which is a set of principles and norms that determine the procedure for organizing a meeting of shareholders of a particular joint-stock company.
All provisions establishing the procedure for convening and holding a meeting of shareholders can only be approved by the General Meeting of Shareholders itself using registered ballots by a simple majority of the votes cast.
Proposals to supplement or change the regulations are made by the shareholders in the manner established for any other proposals from the shareholders of the company on agenda items.
If the procedure for convening and holding the Meeting of Shareholders in the company is not established, shareholders should be guided only by the provisions of the charter. In this case, their relationship with society is built in an arbitrary form and the governing bodies cannot refuse them one or another requirement, if the latter does not contradict the charter.
Of course, all this can lead to unforeseen conflicts, in which neither the management bodies of the company nor the shareholders themselves are most often interested.
Issues related to the exclusive competence of the General Meeting of Shareholders are determined by the provisions of the legislative acts of the Russian Federation and the company's charter.
Their decision cannot be transferred to the competence of other management bodies of the company.
Let's consider these questions in more detail.
The meeting decides on making amendments and additions to the charter of the company.
Recall that all changes and additions made to the charter, after their approval by the General Meeting of Shareholders, must be registered by the registration chamber or other state body that registers enterprises. Only after that they become legally effective. If the state body refuses to register the changes made, the shareholders and the company as a whole have no reason to be guided by them.In this case, only the old clauses of the charter must be observed.
Only the General Meeting can decide to change the authorized capital of the company, except for the cases of redemption of shares on the company's balance sheet.
Further, only with the consent of the General Meeting of Shareholders, a decision can be made to exchange preferred shares for ordinary shares of the company, since this issue directly affects the interests of the owners.
The general meeting, also based on the interests of the owner, should decide on the acquisition by the company of shares issued by it and approve the decision of the Board of Directors on granting officials and employees of the company the right to buy a certain number of shares on preferential terms (option).
Exclusively within the competence of the General Meeting - by electing members of the Board of Directors, as well as determining the scope and procedure for their activities, which, for example, can be fixed in the form of the Regulations on the Board of Directors of the company. The meeting also establishes the amount and procedure for remuneration and compensation to members of the Board of Directors during the period of performance of their duties.
The General Meeting determines the number of members of the Board of Directors, which is established by a separate provision of the company's charter. At its discretion, the meeting may increase the number of directors on the Board in comparison with the existing number and elect additional directors to perform certain functions.
From among the elected members of the Board of Directors, the meeting appoints the General Director of the company.
The General Meeting elects members of the Audit Commission; determines the scope and procedure for their activities, approves the Regulations on the Audit Commission of the company (if it is provided for); sets the amount of remuneration for them. The General Meeting has the right to demand a report on the work of each member of the Audit Commission.
The Meeting resolves the issue of bringing the members of the Board of Directors to property liability and
Boards and officials of the administration of the company in the manner prescribed by law.
Controlling the effectiveness of the functioning of the joint capital, the meeting considers and approves the annual results of the company, including its branches: balance sheet, profit and loss account, as well as the annual report of the Board of Directors.
The competence of the meeting - consideration and approval. budgeting for spending profits and an action plan! for the coming year and the procedure for concluding transactions with the company's assets. At the same time, the General Meeting determines the main directions of the company's activities in accordance with the statutory goals of the company's functioning.
In addition, only the meeting can determine to what extent the Board can spend funds in excess of the estimated purpose in cases of urgency, with the Board jointly and severally liable to the General Meeting for the need and consequences of this expenditure.
It establishes the procedure for distributing profits and covering losses, satisfying creditors' claims.
If necessary, the General Assembly may
your decision to conduct unscheduled audits of financial
financial and economic activities of the company,
The competence of the General Meeting - the appointment and from -,
call of an independent external auditor of the company; oprah
division of the scope and order of its activities and remuneration
birth.
The general meeting approves the final size
dividend payable per share.
In principle, the powers of the General Meeting include the approval of transactions and other actions that give rise to obligations on behalf of the company that exceed the powers granted to the Board of Directors by the charter or the General Meeting of Shareholders.
Only the General Meeting of Shareholders has the right to decide on the pledge, lease, sale, exchange or other alienation of the company's immovable property or any other property, the composition of which is determined by the company's constituent documents, if the size of the transaction or the value of the property constituting the subject of the transaction exceeds 25% of the authorized capital of the company (or 10% of the company's assets) or if the Audit Commission has not made a decision to approve the transaction.
Limitations on the size of approved transactions are determined by the provisions of the company's charter. In principle, the shareholders may decide to change the stated percentages. However, we remind you that this is possible only if changes are made to the charter of the company at the same time.
Issues of approval of internal regulatory documents of the company, such as the Regulations of the General Meeting of Shareholders; Regulations on the Board of Directors; Code of conduct for members of the Board of Directors, members of the Management Board and officials of the administration; Regulations on the Audit Commission; Regulations on securities are also within the competence of the meeting of shareholders.
The exclusive competence of the General Meeting includes the adoption of decisions:
on the creation and liquidation of branches and representative offices of the company (in this case, the meeting approves the regulations on them or their charters);
on the formation and termination of activities of subsidiaries;
on the merger, accession, transformation (reorganization) of the company into an enterprise of a different organizational and legal form.
Let us clarify that the Privatization Program provides that open-type joint-stock companies cannot be transformed into closed-type joint-stock companies or limited liability partnerships;
on participation in holding companies, associations of enterprises and financial and industrial groups;
on the liquidation of the company, the creation of a liquidation commission and the approval of its report and liquidation balance sheet.
The General Meeting of Shareholders may decide to assign other issues to its competence.
On the other hand, it may transfer part of the issues of its competence to the jurisdiction of the Board of Directors and the Management Board of the company, except for issues related to the exclusive competence of the General Meeting of Shareholders.
An important point requiring special consideration is the procedure for convening and organizing a meeting, since it is at these stages that the rights of shareholders are very often violated.
The General Meeting of Shareholders is convened by the Chairman of the Board of Directors by decision of the Board of Directors at least once a year.
The functions of convening a meeting under the provisions of the charter may be assigned solely to the General Director of the company.
Once a year, the society holds an annual general
meeting of shareholders (regardless of other meetings
ny). All meetings other than the annual meeting are through
extraordinary (extraordinary).
The annual meeting must be convened no later than 120 calendar days after the end of the financial year and 15 months after the previous annual meeting.
In this case, the decision on the date, time and place of the annual meeting must be made by the Board of Directors no later than 45 days before it is held.
At the annual General Meeting of Shareholders:
1. The results of the past financial year (annual balance sheet, profit and loss account), certified by the signature of the external auditor or the Audit Commission of the company, are considered and approved; company's activity plan for the coming year; report of the Board of Directors.
If necessary, the report of the Audit Commission shall be heard.
The balance sheet is one of the forms of financial statements that reflects the state, placement, use and sources of the company's funds, containing complete, detailed information about the resources used by the company. On the left side of the balance sheet (assets), a grouping of resources is given, reflecting their economic content, location, use; provides information on fixed assets, stocks of materials, fuel, the size of work in progress, finished products, goods, cash balances in cash and on the current account, receivables - debts of individuals, other enterprises and organizations.
The right side of the balance sheet (liability) shows the financial sources used in the formation of resources reflected in the asset, information about the debt to the bank (for loans received), workers, employees (for wages), for social insurance contributions, other enterprises for received from them material values, etc. The liability shows the company's own funds (authorized capital, profit, various funds). The same resources are reflected in the asset and liability, although from different positions, therefore the results of the active and passive parts of the balance sheet must necessarily match.
The accounting report is compiled on the basis of the data available in the accounting accounts and reflects the state of resources on the first day of each regular month, quarter, year.
The company's annual balance sheet can be
submitted to the tax office only after it
approval at the General Meeting of Shareholders.
If the meeting does not approve the balance, the tax
The State Inspectorate appoints an external auditor to check the financial condition of the company at its expense.
The form and procedure for compiling and submitting the annual report of a joint-stock company are determined by the Ministry of Finance of the Russian Federation. The information that must be included in the annual report includes:
Data on the financial position of the company
(data on the use of profits, formation and
use of the reserve fund, the amount of
commitments on loans, payments to the budget,
loans from banks and other creditors);
Information on the amount of the authorized capital;
Information on securities issued by the company in the reporting year;
List of all shareholders of the company who
General Meeting of Shareholders;
A list of all members of the Board of Directors and the Management Board of the company, indicating all the positions they hold now and for the last 5 years, including those outside the management bodies of this company, as well as the number of voting shares they own both in the authorized capital of this company and outside it .
The report is drawn up by the Board of Directors and confirmed by the external auditor or the Audit Commission of the company.
After approval by the meeting of shareholders, it is submitted to the financial body that carries out the state registration of securities at the location of the company, and within two months after the meeting must be published in a printed publication.
In the report of the Board of Directors, in addition to comments
ev and explanations to the presented annual report Based on the results of the company's activities for the past financial year, the results of work with shareholders and securities of the company should be presented.
2. The amount of dividends paid per ordinary share is approved.
The amount of the final dividend per one ordinary share is determined by the General Meeting at the suggestion of the Board of Directors. In this case, the final amount of the dividend cannot exceed
3. An external auditor is appointed, or a decision of the Board of Directors to appoint an independent external auditor is approved.
Let's stop at this point. The fact is that according to the legislation of the Russian Federation, the annual balance sheet must be checked by an external auditor or, if it is absent, by the Audit Commission.
An auditor is a specialized firm or a specialist with an appropriate license, which, on the basis of a contract concluded with a company, checks its financial and economic activities.
However, an external audit is an expensive procedure, estimated at the beginning of 1994 at 8-15 million rubles. Not every joint-stock company can currently afford such costs! But the income of shareholders from the funds invested in shares directly depends on the expenses of the company.
Since at the moment the legislature
in the Russian Federation does not require joint-stock companies to
conduct an external audit in a proper manner,
some companies by decision of the General Meeting
delegate the powers of the auditor to the Audit
commission, which, if necessary, may
attract specialists to audit the economic activities of the company.
In this case, the Board of Directors is given the right, if necessary (for example, if, as a result of a change in legislation, an external audit becomes a mandatory operation), invite an external auditor of its choice, determine the scope of its activities and the amount of remuneration based on its decision, but with a mandatory subsequent approval of these decisions at the next General Meeting of Shareholders.
4. The procedure and amount of remuneration for members of elected management bodies and the external auditor is approved.
Before submitting the issues listed above for discussion at the General Meeting of Shareholders, they must be considered at meetings of the Management Board, the Board of Directors and the Audit Commission. At the same time, the balance sheet, profit and loss account (report on financial results), confirmed by the Audit Commission, are subject to approval by the Board of Directors no later than 60 calendar days after the end of the Financial Year.
Each shareholder has the right to get acquainted with the annual report and balance sheet, as well as the report of the Board of Directors and the Audit Commission. The company is obliged to inform each shareholder where and when he can
do it.
It is usually envisaged that these documents, at a certain time before the meeting, will be open for review by shareholders in the premises of the Management Board, as reported in the notice of the meeting.
If the request to convene a meeting is received from:
the majority of members of the Board of Directors;
shareholders or representatives of shareholders who own at least 10% (or other amount specified in the company's charter) of the company's ordinary shares;
Audit Commission;
General Director;
it is authoritative, i.e. The Board of Directors is obliged to convene an extraordinary general meeting.
In principle, any shareholder may propose to convene an extraordinary meeting. However, if the request is not authorized, the Board of Directors has the right to determine the expediency of convening such a meeting.
Control over the fulfillment of the conditions of the authorized request to convene a meeting may be assigned
to the Secretary of the Board of Directors and the Audit Commission.
The requirement to convene a meeting is carried out by submitting a nominal written application in the manner prescribed by the company's regulatory documents.
The application must contain: an expressed desire to convene a meeting; the purpose of the meeting; the exact wording of the questions and draft decisions submitted to it. The application may indicate the desired procedure for notifying shareholders of this requirement who have the right to notify the General Meeting of Shareholders. Otherwise, the notification will be made in the form chosen by the Board of Directors.
For example, shareholders may request that a copy of their request be sent along with the notice of an extraordinary meeting.
The board of directors of the company at its meeting has the right to consider the issues set forth in such a requirement and form its point of view on the issues raised in the requirement, informing the General Meeting of Shareholders about it.
If an authorized request is submitted, the Board of Directors must decide on the date, time and place of the extraordinary general meeting and announce its agenda no later than 20 days from the date of filing the request, and the meeting itself must be held no later than 60 days after receipt of the request.
The agenda for such a meeting must exactly match the one set out in the submitted request. The Board of Directors cannot change or exclude items on the agenda of the meeting. Moreover, the issues submitted to the meeting and draft resolutions must be included in the agenda of the extraordinary meeting in the wording proposed by the applicant. Reformulation is possible only on the basis of the written consent of the applicant to the corresponding change.
However, the agenda of the extraordinary meeting, convened in accordance with the submitted authorized request, may be expanded by additional issues by decision of the Board of Directors.
If within 20 days the decision to hold an emergency meeting is not made, the shareholders who submitted the request have the right to convene the meeting themselves.
The agenda of the General Meeting of Shareholders includes issues that are within the competence of this management body in accordance with the provisions of the Charter and the relevant articles of the Regulations of the General Meeting of Shareholders of the company.
The agenda of the meeting is formed at the meeting of the Board of Directors from:
mandatory, the need to discuss which at the General Meeting is prescribed by the provisions of the charter;
additional issues proposed for discussion at the meeting in the applications received.
Mandatory questions are, firstly, questions that are subject to regular discussion at meetings (according to the plan):
approval of the results of the past financial year, the amount of dividends per ordinary share and the company's business plan for the coming year; reports of members of the Board of Directors and the Audit Commission on the results of annual financial and economic audits;
election of members of the Board of Directors and the Audit Commission and appointment of the General Director (President) in the event of vacancies or expiration of the term of office of the previous composition;
appointment of an external auditor; approving the amount of remuneration for members of elected bodies and the external auditor. The regularity of discussion of these issues is ensured by holding annual general meetings.
Secondly, mandatory issues are issues that are subject to discussion in accordance with the request submitted to the company to convene an extraordinary General Meeting of Shareholders.
The agenda of both the annual and extraordinary meetings can be supplemented with the following questions:
requiring mandatory immediate consideration at the next Meeting of Shareholders;
proposed by any shareholder or representative of a shareholder, as well as a member of the Board of Directors and the Audit Commission, if it is provided for by the rules of the General Meeting.
The following issues are subject to mandatory immediate consideration at the next General Meeting of Shareholders:
approval of expenses of the company's funds made by the Board in excess of the cost estimate determined by the General Meeting;
the results of the latest audits of the financial and economic activities of the company.
If a problem arises that, in the opinion of a shareholder, requires discussion at a meeting of shareholders, he may put forward a demand not to convene
meetings to consider one issue, but, as a cheerful host (because the preparation and holding of the meeting requires large financial costs), the inclusion of this particular issue on the agenda of the next regular meeting.
The charter usually does not establish the order and procedure for submitting proposals on agenda items. Let us clarify once again that this does not mean the requirement to convene a meeting, but rather the proposal of the issue as an additional one for its resolution at the next general meeting of shareholders. In this regard, if the company does not regulate this provision in its regulations, a situation is possible when any shareholder may demand that the issue proposed by him be included in the agenda of the General Meeting of Shareholders. The possibility of a conflict situation developing on this basis is obvious: the shareholder insists, and the Board of Directors refuses him not only to bring the issue to the meeting of shareholders, but even to consider it at a meeting of the Board of Directors, although, in fact, he has no legal grounds for this no.
Moreover, from the provisions of the legislation of the Russian Federation concerning the requirement to convene an extraordinary meeting, it follows that shareholders holding in the aggregate at least 10% (or another number specified in the charter) of the company's ordinary shares, the majority of members of the Board of Directors; The General Director and the Audit Commission may call a meeting to consider only one specific issue, and therefore, they have the unconditional right to submit the issues proposed by them and for discussion at the General Meeting of Shareholders as additional ones.
Thus, the issues proposed by them are authorized and must be considered at the General Meeting of Shareholders, i.е. The Board of Directors has no right not to include them in the agenda of the meeting, but can only discuss it, making its decision on it. In this case, the rules governing the procedure for considering the requirements for convening a meeting apply, in particular, that the wording of such issues in the announced agenda must exactly correspond to the one in which they were proposed.
In short, the provision according to which the agenda of the meeting can be supplemented with other issues complies with the legally established norms, but does not determine the future fate of the issue being introduced, namely, it is not clear what issues the agenda can be supplemented with, who decides on their inclusion, etc. .d.
In order to avoid multiple interpretations and misunderstandings that are undesirable both for the company and for shareholders, a number of companies introduce appropriate provisions by internal regulations that establish the timing and procedure for introducing and considering additional issues. They set:
who can make proposals on the agenda of the meeting;
what percentage of the company's ordinary shares must be owned by shareholders so that their issue is necessarily included in the agenda of the meeting;
in what terms the application must be submitted so that the proposed issues are included in the agenda of the next meeting;
what is the procedure for considering issues that were proposed in terms that go beyond the deadlines specified above, etc.
On the other hand, the right of shareholders to put an authorized issue on the agenda is also limited, since after the announcement of the meeting, its agenda cannot be changed or supplemented. Therefore, upon receipt of a plenipotentiary proposal, the Board of Directors may decide to consider the proposed issues at the next Meeting on a mandatory basis, unless the person who submitted it requests an extraordinary meeting.
If a decision is made to include an additional issue on the agenda of the meeting, and the notices to convene the meeting have already been sent out, the company must notify each of its shareholders of the amendment to the agenda by means of an additional notice and / or a copy of the application received, if required by the shareholders who submitted it .
Statements in which the issues of the agenda of the General Meeting are proposed are drawn up in the same way as the statement of demand for convening an extraordinary meeting. It should set out in detail the proposed issues and draft resolutions on them, and may also contain:
Justification for the proposal;
The specified date of the meeting at which questions are submitted, if known;
Desired form of notification of the shareholder about the decision taken during the consideration of the application by the Board of Directors.
If this statement is authorized, then it may contain an indication of the procedure for notifying shareholders of this requirement who are entitled to receive notice of the meeting; otherwise, the notification will be made in the form chosen by the Board of Directors. At the request of the shareholders, a copy of the application-demand must be attached to the sent notice of the meeting.
The procedure for making proposals and demands on agenda items and convening the General Meeting of Shareholders may be regulated by the company's regulatory documents. In any case, it is necessary to issue a written application addressed to the Board of Directors, necessarily setting out the exact wording of the proposed issues and proposed draft solutions, and register it with the secretariat or other body authorized to work with shareholders (this may be the securities department of the company or the office ). The procedure for filing applications is regulated by the relevant paragraphs of the company's regulatory documents.
The proposed issues must be included in the agenda of the meeting by the decision of the Board of Directors. At the same time, the Board of Directors makes a decision on the inclusion or rejection of each proposed issue, if this is within the competence of the Board, determined by the company's regulatory documents.
The issue is included in the agenda in the wording set out in the authorized request. In the case of reformulation, the written consent of the applicant to change it is required. Reformulation of the question is possible only when summarizing the statements of different shareholders, in which it is proposed to consider the same issue, but the wording of which differs in some nuances.
On any issue submitted to the General Meeting of Shareholders, the Board of Directors has the right to demand an opinion from the Management Board of the company. In turn, the Management Board is obliged to consider the issue within the period established by internal regulatory documents and submit its opinion on it.
The conclusion of the Management Board may be brought to the attention of the General Meeting, the agenda of which included this issue, as well as the persons who proposed this issue.
The conclusion of the Management Board is not a basis for removing the authorized issue from discussion at the General Meeting of Shareholders. .
On the decision of the Board of Directors on the proposed issues, as well as on the conclusion of the Management Board on them, shareholders are notified in writing or orally by the Secretary of the Board of Directors according to their application.
Convening the General Meeting of Shareholders
So, the decision to hold a meeting is made at a meeting of the Board of Directors or, if the Board cannot meet for any reason, by the Chairman of the Board of Directors on the basis of a written decision. For each issue discussed at the meeting, a decision is made, which is drawn up in writing and submitted for voting at the General Meeting of Shareholders.
Draft decisions drawn up in writing and approved at a meeting of the Board of Directors are further the official opinion of the Board of Directors on the issues discussed.
Based on the decisions made, a resolution is prepared on holding the General Meeting of Shareholders, its agenda, draft resolutions on issues to be submitted and the appointed date, time and place of the meeting, which each shareholder has the right to familiarize himself with immediately after receiving the notice of the meeting.
Shareholders who have filed an authorized request have the right to control its implementation, and if the relevant decision to hold an emergency meeting is not made within 20 days, the shareholders who filed the request have the right to convene the meeting themselves.
If the procedure for convening a meeting by shareholders is not regulated in the regulatory documents approved by the General Meeting, shareholders may adhere to the following procedure.
If the Board of Directors does not convene a meeting by the time specified in the charter, i.e. if the shareholders have not received notice of the annual or extraordinary meeting, any group of shareholders has the right to submit an application to the Board of Directors with a request to take an appropriate decision within five days.
If the Board of Directors fails to take appropriate action, the shareholders concerned have the right to call a meeting on their behalf. To do this, they hold a meeting at which they make a decision of the committee to hold the meeting. The personal composition of the organizing committee is registered with the company. Registration is carried out on the basis of an application, drawn up in the usual manner, indicating:
Reasons for the formation of the Organizing Committee,
Numbers of the application-requirement on which no decision has been made;
An expressed demand to hold a meeting, register the Organizing Committee and provide the latter with all the rights to convene a meeting;
The personal composition of the Organizing Committee.
The application is signed by the persons demanding the convening of an emergency meeting and members of the Organizing Committee.
The registered application will be j a document confirming the authority of the Organizing Committee to carry out the necessary actions to convene the meeting.
The Board is obliged to provide all the necessary, including documents and materials, a place for holding such a meeting, and send to all shareholders a notice of the meeting, drawn up in the form proposed by the Organizing Committee, with a detailed description of the current situation in the company; issues to be discussed; possible solutions; time and place of the meeting.
In this case, the company bears all expenses for organizing the meeting. If the governing bodies refuse to register the application and provide opportunities for holding such a meeting, the Organizing Committee has the right to organize a meeting at its own expense and demand reimbursement of material costs from the company, including through the courts. In this case, if the Management Board refuses to provide the shareholders with the data of the register of shareholders necessary for the distribution of the notice of the meeting, the persons who filed the request have the right to demand that the meeting be convened through the court.
The solution of organizational and technical issues of preparation and holding of the General Meeting is assigned to the secretariat of the Meeting, formed on the basis of a special resolution of the Board of Directors and decisions of the Chairman of the Board. The work of the secretariat is headed by the secretary of the Board of Directors, who determines the scope of work and duties of each of its employees.
The secretariat is formed from the employees of the company, who may not be its shareholders. The terms of reference of the secretariat are determined in detail by the Board of Directors.
The secretariat prepares notices of the upcoming meeting and information material for its participants; lists of shareholders are compiled for notification of the meeting and registration at it; ballot papers are being prepared; meeting room and all necessary equipment; the transfer of documents related to the meeting to the archives, etc.
The activities of the Secretariat are controlled by the Audit Commission of the company.
In the event of disputes, the chairman of the Board of Directors has the right to have a decisive vote in organizing the meeting.
The General Meeting of Shareholders is convened by prior written notification of the shareholders of the company.
Notification of the General Meeting of Shareholders may be made:
or a written registered notice to shareholders;
or a combination of the two previous ways of notification.
In the premises of the Board, as well as in any other premises of any building, structure and other object of the company, an additional announcement of the meeting in the form of a poster may be posted. We emphasize that such an announcement cannot be the only means of notification, but can only accompany the ways of notifying shareholders specified by law.
The General Meeting may decide to issue a notice to convene the meeting by publishing a relevant announcement and information about the agenda in the press. The printed organ and the order of publication are determined at the previous General Meeting and cannot be changed until the next meeting.
The announcement must contain information about the time, date and place of the meeting, as well as the agenda (the wording of the issue to be discussed). When determining the procedure for such notice, the General Meeting may provide for the need for a second publication, for example, one week after the first.
Probably, in a number of cases, the publication of a notice would be beneficial for society, especially a large one. However, it should be noted that often the publication is envisaged in a small local newspaper that is not distributed throughout Russia. This, of course, can indirectly limit the rights of shareholders who live far from the area where the company is located.
The announcement of the convening of the meeting must be made no later than 30 days, but not earlier than 60 days before the appointed date of the meeting.
honor of society. Therefore, the management bodies of the company have no reason to insist on replacing a written notification of shareholders with a simple publication of an announcement in the press.
It is necessary to note one more point related to the notification through the press. It would be rather difficult to include draft decisions on agenda items proposed by the Board of Directors in such an announcement. But it is precisely these projects that are included in the ballots, with the help of which voting will be held at the upcoming meeting.
Without looking at the solutions,
laid down by the Board of Directors, the shareholder will not be able to
for any reason, the shareholder will not
opportunity to appear in person at the meeting and he will decide
issue a power of attorney to represent someone
to a third party, he will have no choice but to
give him the right to make his own choice
decisions, since a power of attorney indicating how
the shareholder will remove himself from the opportunity to influence
to the decision being made.
Therefore, in our opinion, it would be more profitable for the shareholder if the company carried out the notice by mailing it personally.
Shareholders must promptly report a change in location (place of residence).
The Company shall not be liable if no such change has been reported and, as a result, the shareholder has not received the notice sent.
In order to save money, the General Meeting may provide for a provision according to which a written notice of convening a meeting may be issued to shareholders-employees of the company personally against signature.
Each shareholder of the company who has paid all share contributions no later than 30 days before the meeting must be sent a personal notice of the meeting.
Please note that a number of joint-stock companies deliberately delay the distribution of notices so that the shareholder cannot arrive at the meeting on time.
The notice of the meeting is free of charge. I The joint-stock company is not entitled to demand payment for participation in the meeting.
Personal notices are prepared on the basis of data from the register of shareholders. If necessary, a shareholder has the right to check whether the company has indeed sent him a notice. Evidence that the notice has been sent is a mailing list containing the names and addresses of shareholders to whom notices were sent, and a post office mark indicating that such a notice was sent out.
Within 30 days prior to the meeting, the list of shareholders entitled to written notice of the meeting shall be considered closed. Its pages must be bound, numbered and signed by the Secretary of the Board of Directors. The list is stored together with other documents of the general meeting and serves as the basis for resolving conflicts related to the distribution of notices.
Experience shows that a number of joint-stock companies proceed from the assumption that only those shareholders who were entered in the register of shareholders of the company within 30 days before the meeting and, therefore, to whom, in accordance with legally established norms, a registered letter must be sent
other notice, have the right to participate in the meeting. However, this is fundamentally wrong, since the right to participate in the management of the company is acquired by the shareholder as soon as the JAO is entered into the register of shareholders.
Therefore, unless the Charter or the Rules of the General Meeting of Shareholders of the company expressly state otherwise, shareholders who have acquired the shares of the company or settled on them later than 30 days before the meeting, also have the right to participate in the meeting and, therefore, must be notified of it.
In this case, the notice is usually issued personally, simultaneously with registration in the register of shareholders of the company. The fact of receipt of the notification is certified by the signature of the shareholder in a special journal. Such a mark is necessary in case of a conflict situation related to the notification of the meeting.
The Company does not bear any responsibility for non-receipt or untimely receipt by the shareholder of the notice, if there is evidence that the notice was sent to the shareholder (or received by him in the case of personal issuance) within the period regulated by the charter.
At the same time, persons who, in the period before the appointed date of the meeting, lost their ownership of the shares of the company due to any reason, despite receiving a notice, are considered to have lost the right to participate in the meeting.
The notice must state:
The name of the body that made the decision to convene the meeting (for example, by decision of the Board of Directors);
Reason for convening the meeting (annual, emergency, at the request of the Audit Commission, etc.);
Day and hour of the General Meeting;
The address of the room in which it will take place with a detailed description of how to get to it;
A detailed list of issues to be discussed at the meeting;
Time, place and order of registration:
The surname, name, patronymic or name of the shareholder may not be indicated in the notice of the meeting.
If the agenda includes the issue of changing the authorized capital, each shareholder must be certified in writing that this change is necessary and equal to the fair market value of the corresponding contribution to the authorized capital of the company.
If the issue of increasing the authorized capital of the company is decided at the upcoming meeting of shareholders, the notice must indicate:
Motives, method and minimum size have been increased
charter capital;
"- a draft amendment to the charter of the company associated with an increase in the authorized capital;
Data on the number of additional shares and
their total cost;
< - права акционеров в отношении дополнительно выпускаемых акций;
Planned start and end date
listings for additionally issued shares.
The general meeting of shareholders may oblige the executive bodies of the company to report in a notice on the main provisions of the regulations of the meeting of shareholders: on the timing of familiarization with the documents submitted for consideration, including the report of the Board of Directors, the annual balance sheet and the report for the past financial year; on the procedure for submitting proposals on agenda items, including proposals for candidates for elected bodies.
For its part, the Board of Directors may send booklets on the activities of the company; list of candidates for members of the Board of Directors, campaign materials; other materials.
An unfilled power of attorney form addressed to the Board of Directors may be attached to the letter. If a shareholder agrees with the policy pursued by the Board and is satisfied with the performance of the company, in our opinion, it seems appropriate for the shareholder to instruct the Board of Directors to represent him at the meeting.
A power of attorney issued to the Board of Directors does not require notarization, therefore, if a shareholder assumes that his presence at the meeting is not necessary, since he will still vote, as proposed by the Board of Directors, he can send the completed form of power of attorney back to the company.
In a number of joint-stock companies, along with notices, voting ballots are sent out, which are invited to fill in the shareholder and return it back to the company. These ballots are then used to count the votes at the meeting. The shareholder must be aware that this is a direct violation of the legislation of the Russian Federation and his rights, directly contrary to his interests, since there are great opportunities for abuse and forgery.
Thus, a shareholder cannot propose any issue to be included in the agenda either before the meeting, if its convocation has already been announced, or at the meeting itself.
However, he cannot be deprived of the right both before and during the meeting to put forward his own version of resolving any issue on the agenda of the announced meeting.
Proposals for candidates for governing bodies
If a shareholder, having familiarized himself with the agenda and proposed draft decisions, does not agree with them in whole or in part or wishes to clarify them, he can draw up his proposal on draft decisions on agenda issues in writing and submit it to the secretariat of the meeting in the usual manner. Unless otherwise stipulated in the regulatory documents of the company, a new version of the decision must be voted at the meeting, i.e. ballots should be prepared that take into account both the draft decision of the Board of Directors and the shareholder who submitted the proposal.
In order to cut off undesirable delays in holding the meeting and complicate the voting procedure, the General Meeting may, by its decision (fixed in the regulations of the General Meeting of Shareholders), provide for restrictions according to which only draft decisions proposed by a certain list of persons (for example, one third of the members of the Board of Directors) are automatically included in the ballot. directors, shareholders holding in aggregate more than 10% of ordinary shares, members of the Audit Commission). Solutions proposed by persons who are not included in the specified restriction are voted if there is a decision of the General Meeting of Shareholders.
If the announced agenda of the General Meeting contains the issue of electing members of the Board of Directors or the Audit Commission in connection with the expiration of the terms of office of the previous composition or with the formation of vacancies, the shareholder may inform the Board of Directors in writing of his intention to nominate his own or another candidate. Proposals for candidates for the election of members of the Board of Directors and for appointment to the post of the General Director must be submitted in writing to the Board of Directors no later than 7 calendar days before the announced date of the meeting, simultaneously with the provision of the signed consent of the candidate to run.
Restrictions and conditions for the election of members of the Audit Commission are not provided by law,
therefore, unless otherwise provided in the articles of association, the same procedure applies in this case as for the election of members of the Board of Directors.
Election to elected governing bodies requires observance of the restrictions enshrined in the provisions of the company's charter. These are the following provisions:
Only a shareholder who has the number of ordinary shares of the company specified in the charter, or his authorized representative, can be a member of the Board of Directors.
The General Director is appointed from among the elected members of the Board of Directors.
Only a shareholder can be a member of the Audit Commission, provided that he is not an executive director of the company and has not performed the functions of a member of the company's Management Board for the past two years.
Directors with an expiring term of office and persons nominated by directors or shareholders may be nominated for election to the Board of Directors.
The right to nominate candidates to the Board of Directors and to the post of General Director is vested in:
any shareholder of the company;
Board of directors of the company.
The procedure for nominating candidates to the Audit Commission is not provided for by law. However, in order to comply with the democratic principles of the joint-stock company's activities, the meeting of shareholders may provide that only shareholders may propose candidates to the Audit Commission.
Nomination of candidates and appointment to the position of the General Director takes place in accordance with the procedure established for nomination of candidates and elections to the Board of Directors. At the same time, the application-proposal must indicate that this candidate is being nominated specifically for the position of General Director.
The newly elected Board of Directors also has the right to propose a candidate for the post of General Director from among its members. In this case, the candidate is included in the voting ballot directly at the meeting.
All proposed candidates must be registered with the secretariat of the Assembly.
The procedure and form for submitting applications-proposals for candidates are established by the company's internal regulatory documents.
In any case, the application for the proposed candidatures and the statement of consent of the candidate to run must be made in writing.
They indicate: surname, name, patronymic of the candidate; date of his birth and permanent residence (the city in which he lives), if this is provided for by the company's regulatory documents; to which post he is nominated.
If the company's regulations impose restrictions on membership in the Board of Directors and the Audit Commission, the application must also indicate: the number of shares owned by the candidate, as well as his position at the moment (for candidates for members of the Board of Directors) and over the past two years (for candidates for members of the Audit Commission).
Persons whose position or occupation are incompatible, in accordance with the provisions of the charter and regulatory documents of the company, with membership in the Board of Directors or the Audit Commission must give a written commitment to terminate the relevant activity if they are elected.
Failure to comply with the established restrictions entails the recognition of the election of the relevant persons as invalid.
Shareholders may propose individual candidates or a list of candidates. In what order to place the candidates is determined by the applicants themselves. If the situation requires it, it is necessary to indicate to which post they are being nominated.
The Secretariat must register all incoming nominations. In the event of a refusal to register a candidate, applicants nominating a candidate must be informed in writing of
motives for refusal are married. The only motive can be the failure to comply with the norms established in society. Otherwise, shareholders have the right to appeal against the actions of the secretariat to the Audit Commission, and if the latter refuses to resolve the conflict, they can go to court.
Based on the incoming proposals, a list of proposed candidates is compiled.
If every shareholder of a company has the right to nominate a candidate, especially if the company does not impose restrictions on participation in elected bodies, then it is understandable that there may be a problem associated with a large number of proposed candidates. Therefore, a procedure for limiting the final list of candidates submitted for voting at the General Meeting of Shareholders may be envisaged.
Consider possible options for establishing restrictions that can be applied in society.
First of all, the restriction of participation in the Board of Directors is established by regulating in the charter of the company the number of ordinary shares that a shareholder nominated for this post should own.
For example, the charter may provide that only a shareholder holding at least 10% of ordinary shares (or his authorized representative) can be a member of the Board of Directors.
The General Meeting may determine how many shares shareholders must hold in order for a candidate nominated on their behalf to be included in the final list of candidates for election at the General Meeting of Shareholders. Moreover, if the same candidate is proposed by different groups of shareholders, the total number of shares owned by all persons nominating him should be taken into account.
For example, the rules of the General Meeting may provide that in order for a candidate to be included in the final list, it is necessary that his candidacy be proposed by shareholders holding in the aggregate at least 10% of ordinary shares. Then, if the number of the Board of Directors of the company is 5 people, the maximum
The maximum possible number of candidates under a given constraint is 10, i.e. 2 candidates for each vacancy.
Any interested person may, if desired, organize the collection of shareholders' signatures for a certain candidate or for several candidates at once. For this, signature lists can be used, which indicate:
Data of candidates in whose favor signatures are collected;
Information about each shareholder signing for the nominated candidate; details of his identity card and the number of ordinary shares of the company in his ownership.
Responsibility for the authenticity of the collected signatures lies with the person who collected the signatures. This person certifies the signature list, indicating his last name, first name, patronymic, date of birth, address and passport details. No later than 7 days before the meeting, set for the submission of proposals for candidates, signature lists are submitted to the Secretariat in the usual manner.
In addition, it may be specified that each group of persons entitled to nominate candidates may submit at most one candidate per vacancy, i.e. the number of candidates on the list from each group cannot exceed the number of available vacancies.
For example, let the number of the Board of Directors be 5 people and the company's regulations stipulate that a candidate will be voted only if it is proposed by shareholders representing in the aggregate at least 10% of the company's ordinary shares. Whereas the Board of Directors and each group of shareholders, representing in aggregate at least 10% of ordinary shares, has the right to nominate only one candidate for each vacancy, i.e. they can propose no more than 5 candidates.
There may be other ways to limit the final list of candidates.
In our opinion, a reasonable limitation of the number of candidates will serve to simplify the voting procedure, but violating the interests of the majority of shareholders.
Thus, the final list of candidates to be voted on at the meeting includes candidates who are included in the specified restrictions.
The candidate has the right to withdraw his candidacy at any time before the meeting, and the shareholders, by their decision, at any time before the meeting may cancel the nomination of any registrant.
their chosen candidate. To do this, they must make an appropriate application to the Secretariat of the meeting.
Any shareholder may freely campaign for or against any candidate.
Candidates and persons nominating them use only their own funds and voluntary private donations to finance the election campaign. They can freely issue posters, leaflets and other printed campaign materials. All printed materials must contain information about the persons responsible for their issue, and at the request of the shareholders, they can be posted in any room of any building and structure owned by the company, and sent to the shareholders entitled to receive notice of the meeting, at the expense of the applicant.
All materials on which a decision will be made at the General Meeting of Shareholders must be either sent to shareholders or open for review by shareholders at the premises of the Management Board or another place designated by the Board of Directors, the address of which must be communicated to shareholders.
Starting from the date of the announcement of the meeting, any shareholder has the right to get acquainted with the information about the upcoming meeting:
the minutes of the meeting of the Board of Directors at which the decision to convene the meeting was made;
resolutions of the Board of Directors containing the wording of the agenda items;
draft solutions to these issues proposed by the Board of Directors, and all draft options other than those proposed by the Board, if any, 1 were submitted to the secretariat.
Within the period regulated by the General Meeting of Shareholders (for example, 5 working days before the appointed date of the annual General Meeting), the following must be open for review by all shareholders:
reports of the Board of Directors on issues scheduled for discussion;
when holding annual meetings: annual report; , balance; reports of the Audit Commission; a list of shareholders, not a ditch, having the right to participate in the meeting;
drafts of all documents that will be voted on at the General Meeting of Shareholders (for example, various regulations; internal regulations, etc.).
The list of shareholders of the company entitled to participate in the meeting is prepared on the basis of the register of shareholders and contains data (last name, first name, patronymic (for legal entities - name), number and type of shares held) of all shareholders who own at least 5% of the total the number of ordinary shares of the company.
The meeting has the right to decide on the inclusion in such a list of information about all shareholders of the company.
Separately, a list of all members of the Board of Directors and the Management Board of the company is compiled, indicating all the positions they hold now and for the last 5 years, including those outside the management bodies of this company, as well as the number of voting shares they own both in the authorized capital of this company and outside of it.
The list must be confirmed by the signature of the responsible person of the company and the Audit Commission.
Shareholders representing in aggregate at least 10% of the company's ordinary shares have the right to demand verification of this list at the meeting itself. To do this, a group of participants in the meeting is selected, consisting of at least three people, of which at least one person must represent the group that requested the verification of the list.
The above information must be available to any shareholder or his authorized representative.
At the same time, if any of the listed documents has not been issued, the shareholders have the right to submit to the General Meeting the issue of delaying the meeting or to protest the decisions taken at such a meeting. In this case, protests are submitted in writing
form in the usual manner and are brought to the attention of all shareholders at the expense of the company.
Any shareholder may, at his/her request, receive a copy of the documents made available for familiarization in accordance with the relevant resolutions of the General Meeting for a fee preliminarily set by the Management Board, which includes the costs of technical execution of copies of these documents. tf Copies of documents are issued upon the oral request of the shareholder upon presentation of a passport, and for an "authorized person" - a notarized power of attorney and a passport.
Any third parties may attend the meeting only by proxy of the shareholders of the company as their authorized representatives or by special invitation of the Board of Directors of the company as experts. The decision to invite third parties to the meeting must be made in writing. The specific conditions for the organization of a joint-stock company, when there is a continuous turnover of its shares as a result of their purchase and sale, donation, inheritance, etc., and, therefore, there is a constant change of owners of the company's shares, can significantly complicate the procedure for notifying a meeting, thorough preparation of a meeting and voting and will not allow until the last moment to establish those shareholders who have the right to participate in the meeting and the right to vote at it.
This situation is usually overcome by establishing a so-called "closing date for the list of shareholders entitled to participate in the meeting". In a word, a moment of time is appointed, at which, according to the register of shareholders of the company, the shareholders admitted to the meeting are determined. Under this provision, a shareholder or
its authorized representative is entitled to participate in the meeting only if all settlements on the shares are settled before this "date of closing of the list of shareholders".
"Date of closing the list of shareholders" does not mean that the company stops making the necessary changes to the register of shareholders before the meeting, which, of course, can lead to an accumulation5 of unregistered holders over a long period of time. The joint-stock company continues to register the turnover of shares, however, only those shareholders who were registered on the day the list was closed receive the right to vote at the already announced meeting.
A joint stock company may establish this date directly by its statutory provisions or in the regulations of the General Meeting of the company. However, in any case, the decision to determine such a date must be made by the General Meeting of Shareholders of the company. If a date is set, it should be included in the notice of the upcoming meeting.
This provision is certainly beneficial for the joint-stock company, allowing you to thoroughly prepare for the meeting and the voting procedure, give appropriate notices, prepare ballots, identify those who have the right to vote, which, of course, will optimize and reduce the time of the meeting.
We have already given an example that in a number of joint-stock companies the right to participate in the General Meeting of Shareholders was granted only to shareholders entered in the register 30 days before it. In this case, 30 days before the meeting and corresponded to "the closing date of the list of shareholders entitled to participate in the meeting."
1 Discussing the legal background of this provision, we note that there is no direct support for such a "date" in Russian legislation. As soon as a shareholder is entered in the register of shareholders of the company, he immediately acquires the right to participate in the management of the company and, consequently, the right to participate in the General Meeting of Shareholders of the company. However, the Decree of the President "On measures to ensure the rights of shareholders" (dated October 27, 1993 No. 1769) establishes that
The joint-stock company has three days to enter the shareholder in the register. Then, it is clear that shareholders who purchased shares 3 days before the meeting may not have time to register in the register, and therefore acquire the right to participate in the General Meeting of Shareholders. Thus, if the "list closing date" corresponds to three days before the meeting, this will not be contrary to the provisions of Russian law. However, for large joint-stock companies, three days is a rather short period of time, given the huge amount of work that the secretariat should do in preparing the meeting, including filling out ballots, etc. Therefore, it would be in the interests of shareholders to set a longer period, for example, appoint "the closing date of the list of shareholders entitled to participate in the meeting", 10 days before its convocation.
Shareholders may attend the meeting in person or, on the basis of a written power of attorney, entrust the exercise of their rights arising from the ownership of shares at the General Meeting to their authorized persons (representatives).
Shareholders-legal entities enjoy the right to participate and vote at the General Meeting only through their representatives.
When one share is owned by several persons, the right to participate in the General Meetings is granted only to one of them or their representative at their discretion on the basis of a notarized power of attorney.
The procedure for drawing up, issuing and revoking powers of attorney is regulated by the relevant provisions of the legislation of the Russian Federation and is considered in Section III of the book.
According to the power of attorney issued to the Board of Directors of the company, when deciding at a meeting of a particular issue on the agenda, the votes will be used by a special
a member of the Board of Directors officially appointed for this purpose in strict accordance with the decisions recorded in the minutes of the Board meeting.
As we have already discussed, in order to avoid possible complications in the event that a trustee fails to attend the meeting, a shareholder may appoint several trustees. They are listed in the order in which they are listed.
For example, a shareholder trusts Ivanov A.A. to use his votes at the General Meeting of Shareholders, and if the first cannot, Petrov B, B., and if Petrov cannot participate in the meeting, the Board of Directors of the company.
The legislation of the Russian Federation regulates that a power of attorney issued to a representative of a shareholder for participation in the General Meeting must be notarized without fail. However, the power of attorney issued to the Board of Directors of the company does not require notarization.
When issuing a power of attorney, it is advisable to indicate how the representative should vote on the announced agenda items and how to vote on issues not previously formulated in the notice of the meeting (for example, on candidates for elected management bodies of the company, which may not be known by the time the power of attorney is issued )
I appoint my representative at the General Meeting of Shareholders of the Company, which will be held on September 23, 1994, and trust him to vote on my behalf and on my behalf on the agenda items as follows:
"Approval of the annual report of the Company": "against" "Introduction of amendments to the Charter of the Company": "for".
The date of the meeting, at which the representative will be present, may not be indicated in the power of attorney.
The power of attorney is submitted to the Board of Directors within the period established by the company's regulations (for example, no later than 3 working days before the meeting). If the company does not provide for the preliminary presentation of powers of attorney, it is presented during the registration of participants in the meeting.
If the power of attorney is drawn up for a specific period and involves the transfer of rights to represent the interests of the shareholder and in the period between meetings, it can be kept in the company, taken into account when compiling the list of participants in the meeting, and its presentation each time during this period is not required.
The Secretariat of the Meeting checks the validity of the power of attorney and its validity period.
If the issued power of attorney is declared invalid or expired, the authorized person shall not be allowed to participate in the meeting. In this case, if the shareholder did not appear at the meeting and did not issue a new power of attorney, he is considered not participating in it.
Since the power of attorney can be revoked both explicitly and indirectly, the personal participation of the shareholder in the meeting automatically cancels the issued power of attorney.
If two or more powers of attorney are issued for one share, then:
and remain in force;
bearer of a power of attorney issued earlier
re, has the right to represent only those shares that were not marked in the new power of attorney.
Shareholders should pay special attention to the procedure for holding meetings discussed below, since the General Meeting of Shareholders of the meeting: least of all resembles a trade union or party meeting, despite the preservation of the name "meeting" itself and its attributes such as registration, discussion and voting.
The holding of a meeting of shareholders of a joint-stock company is strictly subject to the provisions of the legislation of the Russian Federation, the charter and internal regulatory documents of the company.
The procedure for organizing and holding a meeting at points not specified by the company's regulatory documents (charter or regulations of the General Meeting of Shareholders) is determined by the decision of the Board of Directors and must be brought to the attention of all meeting participants without fail by providing an opportunity for each shareholder to get acquainted with it.
The meeting process includes:
registration of meeting participants;
determination of the presence of a quorum (approval of the results of registration of participants in the meeting);
approval of the regulation, if it has not been determined earlier;
discussion of issues included in the agenda;
making decisions on issues included in the agenda (voting);
closing of the meeting.
Each meeting participant must register. The terms, place and procedure for registration of meeting participants are established by a decision of the Board of Directors. Registration is carried out by the secretariat of the meeting, if it is determined by the regulations of the General Meeting of Shareholders of the company, or by a specially appointed registration group. The personal composition of the members of the secretariat and the registration group for this procedure does not require approval.
Registration can start:
on the day of the meeting 1-2 hours before the appointed time;
or another day (1-2 days before the day of the meeting), which may be convenient for joint-stock companies with a large number of shareholders.
The date and place of registration must be indicated in the notice of the upcoming meeting.
Registration ends 30 minutes after the start of the meeting, if the meeting participant is late, he has legal grounds to demand that he be given the opportunity to participate in the meeting.
When registering, a meeting participant must;
1) present a passport or other identification
to identify him
If the company did not provide for a preliminary
telny representation of powers of attorney, a participant in his own
wound - the representative of the shareholder presents it when
registration;
this is provided for by the rules of the General Assembly,
certificates of the right to participate in the meeting (mandate).
Some joint-stock companies provided for the issuance of a certificate of the right to participate in the meeting (mandate). This document can be used to pass to the meeting room and receive ballots, if they are expected to be received after the start of the meeting, or to confirm the right to participate in the repeated meeting.
The form and procedure for issuing mandates and ballots is determined by the Board of Directors of the company. Mandates and ballots can be prepared in advance or written out on ready-made forms in the presence of the meeting participant.
The ballot can be issued both during and after registration, before voting;
3) certify the fact of their receipt of their
signature in the register.
A shareholder who is not able to sign on his own, has the right to use the help of another person, whose surname, name, patronymic
are fixed.
To participate in the General Meeting, presentation of an extract from the register of shareholders is not required.
If a shareholder has issued a power of attorney indicating how his representative should vote, the registered ballots of this shareholder may be filled out in advance. In this case, the authorized person receiving
them, only checks the correctness of their filling. Such ballots are signed not only by the representative of the shareholder, but also by the registrar who filled out the ballot in accordance with the issued power of attorney.
The procedure for registering a trustee is quite complicated and is largely determined by the number of issued powers of attorney and the number of shareholders in the company.
In this case, two options are possible: the representative is issued personal ballots for each shareholder who issued him a power of attorney; or one registered ballot is issued for the representative, indicating the total number of votes that he represents.
If a shareholder issued a power of attorney, but appeared at the meeting in person, the power of attorney to participate in this meeting becomes invalid, and the shareholder registers for himself.
At the same time, if his representative is at the reg. after it, he automatically loses the right to participate in the meeting as a representative of this shareholder. If the representative has already registered, he loses the right to vote by proxy of this shareholder, in which case the proxy must re-register.
Each participant of the meeting is given information materials in accordance with the decision of the Board of Directors of the company.
When registering, each participant of the meeting can get acquainted with information materials and documents that will be voted on at the meeting: agenda, draft resolutions, amendments to the charter or constituent documents of the company, etc.
If these materials are not exhibited, the shareholder has the right to demand the suspension of the meeting, since it is not clear which documents it must approve.
Any interested shareholder has the right to distribute materials prepared by him. Such materials are prepared at the expense of the shareholder and must contain an indication of who prepared them.
In the event of any misunderstandings (for example, presentation of a power of attorney by a representative of a shareholder after the deadline, say, directly during registration, etc.), the issue of participation in the meeting is decided personally in each case by the chairman of the Board of Directors or the Audit Commission of the company.
The general meeting is held in a predetermined place, as a rule, at the location of the company.
The meeting is conducted in strict accordance with the announced agenda, i.е. at the meeting, only issues about which the shareholders were notified in the notice of the upcoming meeting can be resolved.
Therefore, the meeting participant is given the floor, if his speech does not contradict the announced agenda.
Despite the fact that the meeting cannot consider and vote on issues not included in the agenda, it has full authority to decide on the inclusion in the ballot of an additional decision on the issue
announced agenda.
Thus, if in the process of discussing any issue on the agenda, solutions arise that differ from those proposed by the Board of Directors
* ditch and already included in the ballot of the project, the meeting may decide to include in the ballot a new version of the decision for voting on the issue under discussion. To do this, the meeting participants must vote on the issue of including a new draft decision in the voting ballot. A new version of the decision must be included in the voting ballot if it was supported by the owners of the majority of the shares registered at the meeting.
The rules of the meeting are proposed by the Board of Directors and approved at the meeting.
If the meeting participants have objections to the proposed regulation, the meeting may consider it item by article, taking into account the specific wording proposed by the shareholders. The wording of the article of the regulation that received more votes than the others is considered adopted.
If the agenda of the meeting includes an issue, the procedure for consideration of which is not established, the Board of Directors may adopt a Temporary Regulation (Regulations) on the procedure for considering this issue, which is subsequently approved at the General Meeting of Shareholders in the manner discussed above.
working bodies
First of all, we want to remind you that voting at the General Meeting of Shareholders is a rather complicated procedure, since it does not take into account the number of participants in the meeting, but the number of ordinary shares they represent. Therefore, the solution of any spontaneously arising issues on which it is impossible to prepare ballots in advance is unrealistic, and voting by a show of hands is unlawful.
As a result, the procedure for holding a meeting is built taking into account the prevention of additional issues, therefore, all problems that should obviously arise at a meeting are usually solved by regulating these points in the company's regulatory documents. Some of these moments are provided for by the legislation of the Russian Federation. These issues include the problem of the working bodies of the meeting.
chairman
The chairman of the meeting is the Chairman
meetings of the Board of Directors or his deputy.
In their absence, one of the directors chosen by the members of the Board of Directors presides. If the directors are absent or refuse to chair, on the proposal of the secretary of the company, the meeting elects a chairman from among the shareholders present.
The chairman is vested with powers in accordance with the provisions of the charter and the regulations of the General Meeting of Shareholders of the company. He conducts
early in strict accordance with the announced agenda.
The Chairman may appoint the chairman of the meeting from the members of the Board of Directors, if there are no objections from the participants of the meeting. The chairman (leader of the meeting) cannot, at his own discretion, postpone the discussion and resolution of matters included in the announced agenda of the meeting.
The secretary of the meeting is the secretary of the Board of Directors. If for any reason he cannot perform the functions of the secretary of the meeting, they are assigned to another director or other shareholder appointed by the chairman of the meeting.
The approval of the chairman and secretary of the meeting is not required, since these duties are assigned to certain persons by the legislation of the Russian Federation.
At the beginning of the meeting, working bodies are formed, the quantitative and personal composition of which can be proposed by the Board of Directors and any shareholder: registration group (credentials commission); counting commission; presidium, as well as the chairman of the counting commission is approved.
Unless otherwise provided in the internal regulatory documents of the company, the composition of the working bodies is approved without a vote, unless there were recusals from the meeting participants. If a challenge followed, a personal vote on all proposed candidates should be organized. It is possible to add or reduce the list with individual candidates by a simple majority of votes of those present at the meeting.
However, the regulations of the General Meeting may establish clauses that assign certain functions of the working bodies of the meeting to certain persons and bodies of the company. In this case, their approval at the General Meeting of Shareholders is not required.
The functions of the presidium of the meeting may be assigned to the Board of Directors of the company. However, even in this case, at the request of the shareholders, other persons may be elected to the presidium by a simple majority of the meeting participants.
Quorum at the General Meeting of Shareholders
registration group
counting commission
chairman of the counting commission
The personal composition of the registration group that registers the meeting participants and the counting commission is determined in advance before the meeting.
The Chairman of the Counting Commission directs its work. The functions of the chairman may be performed by one of the directors of the company, whose candidature is proposed by the Board of Directors, or he is elected from among the members of the selected counting commission.
the inclusion of new persons in the counting commission directly at the meeting is inappropriate, since, as we have already discussed, the counting of votes of shareholders is not just counting ballots; in this case, the number of ordinary shares of the company indicated in the ballot is taken into account. In order to prevent the counting of votes from being delayed, the secretariat of the meeting is developing tactics for carrying out such a procedure, which requires special training of people included in the counting commission. Obviously, a meeting participant who has expressed a desire to become a member of the counting commission, or a representative nominated by him for this purpose, will not be able to quickly navigate the developed procedure for counting votes and will only delay and even interfere with its implementation.
The Rules of Procedure of the General Meeting may provide for the possibility of attendance at the opening of ballot boxes, counting ballots and drawing up the minutes of voting of representatives from shareholders who, if any violations or deviations from the approved voting procedure are found, have the right to report this to the meeting of shareholders.
In general, if the meeting does not specifically elect a counting commission, and its composition is approved by the Board of Directors, it is in the interests of shareholders to send their representatives as observers during the counting of votes.
In order to prevent the management bodies from denying the shareholder his right to participate or have his representative in the working bodies of the meeting, we recommend that, within the time period regulated by the General Meeting of Shareholders for submitting proposals on draft issues on the agenda of the meeting, submit in secret
tariat statement with the corresponding statement. Such a proposal does not contradict the agenda of the meeting and requires an immediate decision. Candidates proposed by a shareholder must either be automatically included in the list of members of the working bodies, or must be considered at the General Meeting of Shareholders, which will decide for itself whether to include the proposed person in one or another working body of the meeting. In such an application, you must specify: - last name, first name, patronymic of the candidate;
His passport details;
How many shares of common stock he will represent at the meeting.
The application procedure is similar to that used for applications for candidates for elected bodies, with the desirable submission of signature sheets with the signatures of all persons nominating a candidate.
After the expiration of the time allotted for registration, its results are summed up. The results of the registration of the participants of the meeting are recorded in the minutes, which are submitted to the General Meeting of Shareholders and are considered approved, if there were no objections from the participants of the meeting.
The quorum for the meeting is ensured by the presence
the presence of shareholders or their authorized representatives on it
suppliers holding in the aggregate at least
50% of ordinary shares of the company.
For example, if a joint-stock company has 1,000 ordinary shares, then the quorum will be 500 shares.
When calculating the quorum, accepted rules apply
rounding, according to which, with an odd number of
its registered shares in the company when
50% is a fraction, when calculating the quorum
one is added to the whole number of the fraction.
Thus, if a company has 501 registered
share, the quorum at the meeting will be ensured by the presence of the owners of 251 shares.
If there is a quorum at the beginning of the meeting, the meeting is considered open. In this case, registration must continue for at least 30 minutes, and after the end of the time allotted for registration, its data must be clarified and brought to the attention of the meeting.
If the quorum is not met, the start of the meeting
"delayed for 30 minutes. 30 minutes after
of the appointed term, the registration is considered completed and its final results are summed up.
registration results
If the final quorum is not met:
meeting convened at the request of the shareholder
ditch, dissolves. Convening a second meeting of the
is carried out in accordance with the established procedure, which provides for the mandatory re-submission of the request to the Board of Directors;
the meeting called by the directors shall be adjourned for a time fixed by the chairman.
repeated At the same time, a repeated meeting can be held
meeting is held no earlier than 15 days, but no later than four
Res 30 days from the date of the first meeting.
The notice of convening a repeated General Meeting must be sent out no later than 4 working days from the date of the failed meeting, in compliance with all the stipulated rules.
Who has the right to vote at the repeated meeting: only those shareholders whose names were entered in the register of shareholders on the date of closing the list of shareholders who had the right to participate in the failed meeting, or a new date is appointed, is determined by the company's regulatory documents.
A repeated meeting is considered valid if there are any number of shareholders present (their
representatives). The number of votes belonging to the shareholders present at the meeting is taken as the basis for making a decision.
This paragraph, which is under a legislative
justification, can be used by the administration
companies to resolve issues in their favor,
especially in societies where, due to professional
shareholders do not have the opportunity to
over a long period of time to arrive at
meeting (for example, are in a long
business trip),
The competent assembly may decide to suspend it for a period not exceeding 30 days.
If the date for the continuation of the meeting was set at an unfinished meeting, no additional notice of a repeat meeting is required. At the resumed meeting, only issues of the original agenda can be decided, and only shareholders who had the right to participate in the suspended meeting can attend.
meeting of shareholders
The number of votes owned by a shareholder is calculated based on the data of the register of shareholders based on the ratio: one ordinary share provides its owner with one vote at the General Meeting of Shareholders.
Owners of preference shares also have the right to attend the meeting, but only with the right of an advisory vote, except as otherwise provided by the charter of the company or in the prospectus for the issue of these shares.
Members of the Board of Directors, the Management Board, the Audit and Liquidation Commissions do not have the right to vote either personally or by proxy of other shareholders when resolving issues related to:
bringing them to official responsibility or release from it;
removal from office;
as well as in the case of resolving issues on the conclusion of contracts by the company with them. ;" The General Meeting of Shareholders may make a decision excluding these persons from voting when appointing
remuneration to them and approval of the reports signed by them.
In the event that the company decides on the conclusion of AGREEMENTS with a shareholder owning at least 5% of the company's ordinary shares, this shareholder does not have the right to vote at the meeting either personally or by proxy of other shareholders.
For voting, the secretariat prepares personal ballots, which indicate the surname, name, patronymic of the shareholder (for a shareholder-legal entity - the name), the number of ordinary shares of the company in his possession and possible voting options. The ballot may be issued not to the shareholder, but to his representative. At the same time, the company has the right to indicate the total number of votes that it represents, i.e. the arithmetic sum of the number of shares of each shareholder who issued him a power of attorney.
Bulletins must be printed in Russian, and in the republics, autonomous regions and districts - also in the respective languages. However, each bulletin must contain text in each language used.
The ballot must contain some mark of the society in order to prevent the possibility of its forgery.
For example, on the back of ballot papers is stamped
of the company and/or the signature of persons authorized to do so by the Board of Directors.
Consider the possible forms of ballots.
For each issue on the agenda, a separate bulletin may be prepared, which formulates a draft proposed decision on the issue under discussion.
The number of ballots in this case should correspond to the number of items on the agenda.
On the other hand, all formulated agenda items can be included in one bulletin in the order of their consideration at the General Meeting.
For example, it may be provided that two boxes are placed opposite each question, corresponding to the voting options "for" and "against".
The ballot must indicate the total number of votes a shareholder has.
Since the legislation of the Russian Federation stipulates that voting on agenda items is carried out by registered ballots, it is impossible to hold a closed, "secret" voting at a general meeting of shareholders.
However, the experience of holding meetings at privatized enterprises shows that some managers use personalized ballots in their possession to impose administrative penalties on persons who voted against them in the election of members of the Board of Directors and the appointment of the General Director.
On the other hand, the experience of functioning
fugitive companies shows that closed voting can be successfully used in the selection of the CEO, members of the Board of Directors and the Audit Commission.
Therefore, in our opinion, the meeting may decide to hold a secret ballot for personal elections and reflect its decision in the company's regulatory documents (Rules of the General Meeting of Shareholders).
Despite the strict regulation of the procedure
voting by the legislation of the Russian Federation (meaning voting by registered ballots), it is advisable for the General Meeting of Shareholders to provide for the possibility of resolving a number of organizational and procedural ISSUES arising in the course of the meeting and related to the announced agenda, without taking into account the number of votes belonging to one shareholder, i.e. e. simply by raising the hand of the meeting participants. However, such a procedure necessarily implies that if any of the participants in the meeting with the right to vote object and require a vote in accordance with the number of shares, voting must be carried out by ballots. The chairman of the meeting
may not comply with this requirement.
Voting by ballots can take place directly in the hall, when shareholders hand over their completed ballots to secretariat employees assigned specifically for this procedure or in a specially designated place using ballot boxes.
When considering issues that have several solutions, as well as on all issues of personal appointments and approval of various decisions of the Board of Directors, a full vote must be held without fail by filling out ballots using ballot boxes.
In a number of joint-stock companies, such voting was carried out by raising special signs, on which the number of votes represented by the meeting participant was indicated in large print. In this case, the counting commission counted the votes according to the raised signs.
However, with this procedure, there is a large
probability for possible random and
deliberate mistakes that are impossible later
to correct. Moreover, it does not provide
through personalized ballots. All this, on our
view, infringes on the rights of shareholders.
procedural issues and on issues, during the discussion of which a large number of additions and amendments may arise, requiring voting separately, pre-issued ballots for additional voting were used, which did not contain --■" the wording of the issue, which made it possible to hold the meeting quickly, without violating the rights of shareholders .
The voting procedure is determined by the Company's Board of Directors. The timing of the voting is set by the meeting. Voting can be held either immediately after the discussion of each specific issue on the agenda, or immediately on a number of issues.
Participants of the meeting who are not able to fill out the ballot on their own have the right to invite any person for this, except for the secretary of the Board of Directors, members of the counting commission and observers.
The ballot is filled in according to the rules contained in it. Orders of the chairman of the counting commission, who monitors the order during the voting, are obligatory for all those present.
Invalid ballots usually include those that:
have corrections in the answers, not confirmed by the signature of the shareholder or the inscription "Corrected believe";
differ from the officially manufactured sample;
not provided with a seal or appropriate signatures;
according to which it is impossible to establish the will of the meeting participant, i.e. those in which the mark in the ballot either does not allow determining the solution option chosen by the shareholder, or is not marked at all, or there are no other necessary entries;
not submitted for counting within the time allotted for voting.
millet and the candidate for whom the vote was held or the vote is declared invalid; the surnames, names and patronymics of the members of the counting commission and all persons present at the counting of votes are indicated. Voting is declared invalid if the violations committed during its conduct do not allow establishing with certainty the decision of the participants in the meeting. The protocol is signed by all persons participating in the count.
Observers and representatives of shareholders who disagree with the minutes as a whole or with its individual provisions are entitled to attach a dissenting opinion to the minutes. The minutes are submitted to the General Meeting of Shareholders and are considered approved, unless there is a different opinion.
If any of the shareholders disagrees with the voting results, the meeting may decide to conduct a recount of votes in the presence of a group of shareholders who expressed no confidence in the counting commission.
Ballots counted by the counting commission must be sealed. The protocol, together with the sealed ballots, must be kept in the company, and any shareholder has the right to familiarize himself with it.
A shareholder who does not agree with the majority has the right to speak at the meeting with a dissenting opinion, which must be recorded in the minutes of the General Meeting. A shareholder who has declared a dissenting opinion may state his opinion in detail in writing and demand that it be attached to the minutes of the meeting. Any shareholder of the company or his authorized representative has the right to get acquainted with this opinion.
The statutory provisions stipulate how many ordinary shares (votes) in total should be held by the meeting participants who agree with the proposed draft decision, i.e. voted "for" it at the general meeting of shareholders so that it is considered approved.
In the general case, the charter provides for issues, the decision on which is made:
Only with the consent of the owners of three-quarters (3/4): ordinary shares of the company present at the meeting, decisions are made on the following issues;
making changes and additions to the charter of the company; change in the size of the authorized capital of the company, with the exception of cases of redemption of shares redeemed by the company;
on the pledge, lease, sale, exchange and other alienation of any property, the composition of which is determined by the constituent documents of the company, as well as if the size of the transaction or the value of the property constituting the subject of the transaction exceeds the limits established in the charter.
Recall that the charter may provide for the need to approve any transaction, the amount of which is more than 25% of the authorized capital, or exceeds 10% of the company's assets, or if the Audit Commission of the company does not decide to approve the transaction;
on the participation of the company in holding companies, associations of enterprises and financial and industrial groups;
a decision to merge, join, transform a company into an enterprise of a different organizational and legal form;
the decision to terminate the activities of the company, the creation of a liquidation commission and the approval of its report.
Resolution of issues on which the charter grants the right to vote to holders of preferred shares (amendments and additions to the charter of the company,
affecting their rights and interests), should be
approved by shareholders holding in aggregate at least two thirds (2/3) of the company's preferred shares. At the same time, the Board of Directors has the right to conduct a written survey of the owners of preferred shares.
So, on issues requiring a qualified majority of three-quarters of the votes, the decision is considered adopted if the participants in the meeting, who own the corresponding number of shares in the aggregate, speak in favor of it.
On all other issues, the decision is made by a majority vote of those present at the meeting.
Let us dwell on the meaning of the phrase "majority of votes" in more detail. The matter is that "majority" can be absolute or simple. Let's explain this point.
The absolute majority implies that for; *" the decision to vote "for" must be met participants owning in the aggregate (50% + 1) common-■■"" new shares registered at the meeting. Please note that such a provision may lead to ***. in cases where the quorum at the meeting was initially present, but some of the participants in the meeting abstained from voting. If a decision can: # be taken only if there is an absolute majority of votes "for", then abstentions, namely those who did not drop the ballot at all or threw an empty or incorrectly filled ballot, etc. - are automatically considered to vote "against" because they did not vote "for".
Moreover, at the meeting there may be a situation
vka, when a group of shareholders that does not agree with the
decision, in order to prevent its adoption
Tia leaves the meeting. This may entail
ballots may turn out to be less than 50%, for
registered at the meeting, which is obviously not possible
will decide by an absolute majority
that in order to make a decision it is necessary that if
For example, consider a joint-stock company with 100 ordinary shares. The quorum for the opening of the meeting in this case is 50 shares.
Let the owners of 60 shares be present at the meeting, i.e. the meeting is considered valid. As a result of the voting, it turned out that 28 votes were cast "for", 22 - "against" and 10 - "abstained".
If an absolute majority of the votes of those present at the meeting was required to make a decision, then 31 votes must be cast "for" it. So, in our situation - the decision is not made.
If the decision is made by a simple majority of votes, the decision is made, since 26 votes cast "for" are more than 22 votes cast "against".
Note that if the owners of the 10 voting shares were absent from the voting at all, then the decision would be made in both cases. Therefore, in the case when a decision is made by a simple majority of votes, if for any reason a group of shareholders, the number of which may violate the quorum, leaves the meeting after registration, the latter remains eligible, since the remaining shareholders have the opportunity to continue working and make the necessary decisions. This ensures the principle: "if the quorum was originally there, it cannot be violated."
Let's look at the problem from the other side. Suppose, returning to the above example, that out of 60 votes (ie ordinary shares) registered at the meeting, only 12 were valid in the ballots cast, ie. those by which it is possible to determine the will of the meeting participant. Further, out of these 12, 7 voted "for" and 5 "against". Unless otherwise stated, the decision is considered adopted. Those. the decision was made by 12% of the votes of those registered at the meeting and 7% of all ordinary shares of the company. But don't you have a feeling of the absurdity of making a tanoao decision?
In our opinion, in order to overcome such a situation and in order to comply with democratic principles, it is in the interests of shareholders to ensure that lower limits are set for recognizing the decision as adopted. Otherwise, the vote must be declared void.
The possibility of making a decision by a simple majority of votes is also convenient when resolving issues that have several solutions.
Such a question is considered adopted in the wording that received the most votes in favor. Obviously, in this case, the number of votes "for" ^-should exceed the number of votes "against".
For example, when voting on any issue that has two solutions, 50 valid votes are cast. Then, if 25 votes were given for the first option, 15 for the second, and 10 against both decisions, then the first option for resolving the issue is considered accepted. If 15 votes were given for the first option and 15 for the second, and 20 against both decisions, then none of the options is considered accepted.
Election to the Board of Directors and the Audit Commission, as well as appointment to the post of General Director has its own characteristics, which should be regulated by special decisions of the General Meeting of Shareholders (separate provisions of the regulations).
Let it be established that a candidate is considered elected if an absolute majority of the votes present at the meeting is cast for him. Then, in the case when several groupings of participants in the meeting nominate their candidates for existing vacancies, it is likely that none of the candidates will receive an absolute majority of votes and will not be elected. Therefore, it is usually established that a “majority of votes in the number of voting shares at the time of voting at the meeting is sufficient to elect a candidate, initially
having a quorum."
Then, if there are 7 candidates for 5 vacancies, five of the seven who receive the most votes will be considered elected.
But again, in order to avoid an absurd situation, it is necessary to regulate the lower limit of the number of votes necessary to elect a candidate. Otherwise, it may happen that the number of votes that a candidate has won is greater than that of others, but it is, for example, equal to 5% of the votes registered at the meeting. What kind of powers given by the General Assembly to such a candidate, then, can we talk about?
We recommend shareholders to make sure that the regulations of the General Meeting of Shareholders of the company include a clarification that a candidate is considered elected provided that more votes are cast for him than against, but not less than 20-25% of the valid votes cast.
It is possible that two or more candidates
allows the formation of elected bodies in the
number of members approved by the meeting. AT
In this case, a second round of elections is usually held
between candidates who received an equal number
choice, i.e. they will again receive the same amount
expansion or downsizing
elected body, and if for any reason
impossible, withdraw all of the above-mentioned candidates
appointment The procedure for appointing the General Director of epwra society depends on the number of candidates for this position and the number of candidates for election to the Board of Directors.
Let us recall that the General Director is appointed by the meeting of shareholders from among the members of the Board of Directors. Therefore, its appointment includes several stages:
However, these procedures can be combined, so:. *: (moreover, in most cases it is known to
datura members of the Board of Directors may include
GA Chen and the issue of appointing certain candidates
to the post of Director General. In the future, appoint
election to the Board of Directors, and secondly,
regarding the appointment of the Director General.
If it is established in society that the candidate
re-nominated for the post of CEO
but elected by the Board of Directors, the appointment
CEO automatically passes in two
stage. First, the Board of Directors is elected, which
holds a small meeting and puts forward
candidacy for the post of Director General from
number, and then on this candidate is held
Recall that, as we discussed above, the collection
may decide to hold a closed
director of the company and elections to the Board of Directors and
Audit Commission of the Company.
It should be noted that the Privatization Program obliges to use the cumulative voting procedure when electing members of the Board of Directors.
Let us explain the difference between these principles of using voices.
Thus, if there are 3 candidates for two vacancies, and a shareholder owns 15 shares, then he chooses two candidates that suit him and gives his votes to each of them, i.e. two out of three candidates receive 15 votes each.
Thus, if there are 2 vacancies, a shareholder holding 15 shares is given (15 "2) = 30 votes. He can give all his votes to one candidate or distribute them at his discretion among nominated candidates. For example, a shareholder can distribute his 30 votes among two (for example, one - 17, the other - 13 votes) or even among three candidates (for example, each with 10 votes).
Imagine a company with two shareholders - Mr. A., who owns 3 shares, and Mr. B., who owns 7 shares. Let the issue of electing three members of the Board of Directors be decided. Each shareholder nominates 3 candidates who do not apply for specific positions, i.e. 6 candidates vote in total. According to the rules established by the society, three out of six candidates who receive the most votes will be considered elected.
In a direct vote, Mr. A. has the right to cast his 3 votes for any three candidates out of the six nominated, and Mr. B. his 7 votes. As a result, if there is no agreement on the candidates, the candidates for whom Mr. B. voted will certainly be elected, since he will give each of his candidates 7 votes, which is more than 3 that Mr. A. could give for his own.
In cumulative voting, the total number of votes available to each shareholder is counted, and each of them has the right to distribute these votes at its discretion - give them all to one candidate or distribute them in another way. Then it turns out that
In this case, Mr. A. can give all of his 9 votes to one of his candidates. And this will mean his election, since Mr. B. will not be able to divide his 21 votes among the three candidates so that everyone gets "9 or more votes: he will be able to give 9 votes to only two of his candidates, for the third there will be only 3.
With direct voting, a shareholder with 51% of the votes has the opportunity to elect the entire Board of Directors individually; in case of aggregate - the probability increases for a shareholder with a small number of votes (30% in our example) to receive representation in the Board of Directors.
"aggregate" voting increases the chances of participation of the "minority" in the governing bodies of society. It becomes possible to represent different points of view on the Board of Directors, and this, in turn, can serve as the basis for a more cautious and reasonable implementation of the company's activities, taking into account the opinions of various groups of shareholders.
Responsibility of governing bodies for violations during the organization of the meeting
It reflects in detail all the issues discussed, the decisions and resolutions adopted on them. When presenting the decisions of the meeting, it is indicated by what majority of votes it was adopted and all special opinions declared at the same time are necessarily noted. The authenticity of the minutes is certified by the signatures of the chairman and the secretary of the meeting. ; Certified copies of the minutes of the General Meeting and all appendices to it are finalized within the time period established in the company's regulatory documents (Rules of the General Meeting), and must be issued to each shareholder at his request for a fee established by the Management Board.
The fixed resolutions of the General Meeting of Shareholders are obligatory for all shareholders of the company, both those present and those absent from the meeting.
The Protocol and all documents attached to it shall be kept by the company during the entire time of its existence or at least 75 years.
The shareholder has the right to apply to the Board of Directors with a request to clarify the procedure for organizing and conducting the General Meeting of Shareholders of the company.
All issues of participation of shareholders in the meeting are resolved on the basis of the data of the register of shareholders of the company.
Control over ensuring compliance with equal legal conditions for shareholders of the company is assigned to one of the members of the Board of Directors of the company, who is responsible for the timely consideration of incoming applications and the fulfillment of the requirements of shareholders.
All documents issued on behalf of the Board of Directors related to the notification of shareholders and the holding of the meeting must be signed by the responsible person - the Chairman of the Board of Directors or the Secretary of the Board, if the latter is a member of the Board. This is the notice of the meeting; and lists of shareholders for notice of the meeting; shareholder lists,
participating in the meeting; lists of candidates for elected bodies; lists of authorized persons; lists of meeting participants, etc.
Decisions and actions of the governing bodies and
secretariat committed in the preparation and
holding a meeting in violation of the norms of the statutory and
normative documents of the company, may be
appealed by the shareholders to the Board of Directors,
Audit Commission of the company or by court in
in the manner prescribed by the legislation of the Russian Federation. AT
this preliminary appeal to the relevant
the governing body of the company is not mandatory
condition for going to court. R
Applications from shareholders about errors and violations made during the preparation and conduct of the meeting are submitted in writing to the relevant body in the usual manner.
The board of directors has the right to consider complaints against decisions and actions of lower management bodies, if this is within its competence, and is obliged to give a reasoned answer on the merits of the question raised or to eliminate the error within the time period established in the company. A shareholder who filed a complaint may be present at a meeting of the Board of Directors when considering his application.
If a complaint is received on the day of the meeting, it must be immediately considered by the chairman or secretary of the Board of Directors with the obligatory notification of the shareholder of the decision taken.
The supreme governing body of the company is the general meeting of shareholders. The company is obliged to hold an annual general meeting of shareholders annually. The annual general meeting of shareholders is held within the time limits established by the charter of the company, but not earlier than two months and not later than six months after the end of the financial year. At the annual general meeting of shareholders, issues on the election of the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the approval of the auditor of the company, and other issues related to the competence of the general meeting of shareholders may be resolved. The general meetings of shareholders held in addition to the annual general meetings are extraordinary.
The competence of the general meeting of shareholders includes:
1) introduction of amendments and additions to the charter of the company or approval of the charter of the company in a new edition;
2) reorganization of the company;
3) liquidation of the company, appointment of a liquidation commission and approval of interim and final liquidation balance sheets;
4) determination of the quantitative composition of the board of directors (supervisory board) of the company, election of its members and early termination of their powers;
5) determination of the number, nominal value, category (type) of declared shares and the rights granted by these shares;
6) an increase in the authorized capital of the company by increasing the nominal value of shares or by placing additional shares, if the charter of the company in accordance with this Federal Law does not place the increase in the authorized capital of the company by placing additional shares within the competence of the board of directors (supervisory board) of the company;
7) reduction of the authorized capital of the company by reducing the nominal value of shares, by acquiring a part of the shares by the company in order to reduce their total number, as well as by redeeming the shares acquired or redeemed by the company;
8) formation of the executive body of the company, early termination of its powers, if the company's charter does not refer these issues to the competence of the board of directors (supervisory board) of the company;
9) election of members of the audit commission (auditor) of the company and early termination of their powers;
10) approval of the auditor of the company, resolution of other issues provided for by this Federal Law.
Issues related to the competence of the general meeting of shareholders cannot be transferred for decision to the executive body of the company.
Issues related to the competence of the general meeting of shareholders cannot be transferred for decision to the board of directors (supervisory board) of the company. The General Meeting of Shareholders is not entitled to consider and make decisions on issues that are not within its competence by this Federal Law.
shareholders - owners of ordinary shares of the company;
shareholders - owners of preferred shares of the company in the cases provided for by this Federal Law.
The counting of votes at a general meeting of shareholders on an issue put to a vote, the right to vote in deciding which shareholders owning ordinary and preferred shares of the company, is carried out for all voting shares jointly, unless otherwise provided by this Federal Law.
The General Meeting of Shareholders is not entitled to make decisions on issues not included in the agenda of the meeting, as well as change the agenda.
The decision of the general meeting of shareholders can be made without holding a meeting (joint presence of shareholders to discuss agenda items and make decisions on issues put to a vote) by holding an absentee vote.
The list of persons entitled to participate in the general meeting of shareholders is compiled on the basis of the data of the register of shareholders of the company. If the company uses a special right for the participation of the Russian Federation, a constituent entity of the Russian Federation or a municipality in the management of the specified company ("golden share"), this list also includes representatives of the Russian Federation, a constituent entity of the Russian Federation or a municipality.
The announcement of the general meeting of shareholders must be made no later than 20 days, and the notice of the general meeting of shareholders, the agenda of which contains the issue of reorganization of the company, no later than 30 days before the date of its holding.
An extraordinary general meeting of shareholders is held by decision of the board of directors (supervisory board) of the company on the basis of its own initiative, the request of the audit commission (auditor) of the company, the auditor of the company, as well as shareholders (shareholder) who own at least 10 percent of the voting shares of the company as of the date making a claim.
In a company with more than one hundred shareholders - owners of voting shares of the company, a counting commission is created, the quantitative and personal composition of which is approved by the general meeting of shareholders.
In a company where the registrar is the holder of the register of shareholders, he may be entrusted with the performance of the functions of the counting commission. In a company with more than 500 shareholders owning voting shares, the functions of the counting commission are performed by the registrar.
The composition of the counting commission cannot be less than three people. The counting commission cannot include members of the board of directors (supervisory board) of the company, members of the audit commission (auditor) of the company, members of the collegial executive body of the company, the sole executive body of the company, as well as the managing organization or manager, as well as persons nominated by candidates for these positions .
The General Meeting of Shareholders is competent (has a quorum) if it is attended by shareholders holding in aggregate more than half of the votes of the company's outstanding voting shares.
Shareholders who have registered for participation in it and shareholders whose ballots are received no later than two days before the date of the general meeting of shareholders are considered to have taken part in the general meeting of shareholders. Those who took part in the General Meeting of Shareholders, held in the form of absentee voting, are shareholders whose ballots are received before the deadline for receiving ballots.
In the absence of a quorum for holding the annual general meeting of shareholders, a repeated general meeting of shareholders must be held with the same agenda. In the absence of a quorum for holding an extraordinary general meeting of shareholders, a repeated general meeting of shareholders may be held with the same agenda.
An adjourned general meeting of shareholders is competent (has a quorum) if it is attended by shareholders holding in the aggregate at least 30 percent of the votes of the outstanding voting shares of the company. The charter of a company with more than 500,000 shareholders may provide for a smaller quorum for holding a repeated general meeting of shareholders.
Based on the results of voting, the counting commission draws up a protocol on the results of voting, signed by members of the counting commission or a person performing its functions. The protocol on the results of voting is drawn up no later than 15 days after the closing of the general meeting of shareholders or the deadline for accepting ballots when holding a general meeting of shareholders in the form of absentee voting.
The decisions adopted by the general meeting of shareholders, as well as the voting results, are announced at the general meeting of shareholders during which the voting was held, or brought to the attention of the persons included in the list of persons no later than 10 days after the compilation of the protocol on the results of voting in the form of a report on the results of voting, having the right to participate in the General Meeting of Shareholders, in the manner prescribed for the notification of the General Meeting of Shareholders.
