The role of the board of directors in the organization of the annual meeting. Schedule of events. Functions of the corporate secretary in the preparation and conduct of the annual meeting. Company's annual report.
Annual general meeting of shareholders: preparation and holding
Maria Gracheva IFC project, executive editor of the quarterly review, Ph.D. economy Sciences, Moscow
Annual general meeting of shareholders - significant event in the life of the company. At the meeting, the results of the activities of the joint-stock company in the past year are summed up and key corporate decisions are made: the board of directors (supervisory board) and the audit commission (auditor) of the company are elected, the annual report is approved and financial statements, the amount of profit intended for the payment of dividends is determined, etc.
The federal law (hereinafter referred to as the JSC Law) gives the general meeting of shareholders a special status: it supreme body company management. The JSC Law states that the annual meeting must be held in the form of joint attendance of shareholders and cannot be held in the form of absentee voting. This emphasizes important function annual meeting, which consists in the fact that it is a forum for shareholders to discuss the main problems facing the company, and also provides the owners with the opportunity to communicate with managers and ask them questions. The JSC Law also determines the date of the meeting: not earlier than two months and not later than six months after the end of fiscal year.
The Board of Directors and the management of the company take an active part in the preparation and holding of general meeting, and key role played by the board of directors. As a rule, in a large corporation, a special group of employees is created to organize the meeting, coordinating the interaction between the shareholder relations department and other divisions of the company. Special meaning is given to establishing close cooperation with the funds mass media, disseminating information about the results achieved by the company and about the decisions taken at the meeting.
V last years the attitude of domestic companies to the preparation and holding of annual meetings began to change noticeably. Gone are the days when there were obstacles to the participation of shareholders in meetings, the materials provided for by the JSC Law were not provided, and the votes were counted incorrectly. Of course, not everything is perfect yet, but the improvement in corporate practices in this area was a positive signal for minority shareholders. The process of organizing an annual general meeting involves solving many complex issues. In the article brought to the attention of readers, we will consider only those that, in our opinion, are the most important and relevant: the role of the board of directors, detailed chart events, functions of the corporate secretary, preparation of the company's annual report.
Igor Aksenov IFC project, legal consultant, Moscow
The Board of Directors (BoD) plays a key role in the preparation and conduct of the annual general meeting of shareholders - as provided for by the JSC Law, and this is what good corporate governance requires. The board of directors must organize a large number of various activities, and is obliged to do this in compliance with strict deadlines and in accordance with the requirements of the JSC Law. More detailed regulation of the procedures specified in the JSC Law is given in the Regulations of the Federal Market Commission valuable papers, approved by the Decree of May 31, 2002 No. 17 / ps. It should be noted that the longest and most difficult process is the preparation of the annual general meeting in an open joint stock company with more than 1,000 owners of voting shares.
Let's analyze those preliminary measures that most often raise questions from both members of the Board of Directors and shareholders.
First of all, the board of directors should consider the proposals of shareholders on the nomination of candidates to the Board of Directors, executive agency and the audit commission of the joint-stock company, as well as on the inclusion of issues on the agenda of the general meeting. In accordance with Art. 53 of the JSC Law, such proposals can only be sent by shareholders who own (individually or collectively) at least 2% of voting shares. Offers must be received by the joint-stock company no later than 30 days after the end of the financial year, i.e. no later than January 30th. When determining the deadline for submitting proposals, the following important circumstances should be borne in mind.
1. Since the JSC Law states that, sometimes it was interpreted in such a way that the date of submission of the proposal should be considered the date of its actual receipt by the company. As a result, misunderstandings often arose. Now the procedure for sending proposals is clearly described in the FCSM Regulation No. 17/ps: 1.
2. It should not be forgotten that the JSC Law allows shareholders to set in the charter a later deadline for submitting proposals to a joint stock company.
Further, according to the JSC Law, the board of directors must discuss the proposals received and make a decision (on the inclusion of issues on the agenda of the meeting and the nominated candidates on the list of candidates or on refusal to include them) no later than five days after the deadline for submitting proposals, i.e. e. no later than either 4 February or five days after the date for submission of proposals set out in the articles of association2. Of course, proposals can be considered by the board of directors both at one meeting (in a single package) and at different meetings (as they are received), but the final decisions must be made within the time limits established by the JSC Law.
However, when analyzing the proposals received, the question often arises: what criteria should the Board of Directors be guided by when making this or that decision? An exhaustive list of grounds for refusal is set out in paragraph 5 of Art. 53 of the JSC Law and includes the following cases3:
the deadlines established by the JSC Law were not observed (i.e., the proposals were received by the company after January 30 or more than late date);
shareholders are not owners of the number of voting shares of the company stipulated by the JSC Law (ie they own less than 2% of such shares);
proposals do not meet the requirements stipulated by paragraphs 3 and 4 of Art. 53 of the JSC Law (i.e., the information that these proposals should contain is not provided). In accordance with paragraph 3, 4 of Art. 53 of the JSC Law, proposals must contain the following information about candidates:
names (titles) of shareholders who nominated candidates;
signatures of shareholders who nominated candidates;
names of proposed candidates;
Names of bodies to which they are nominated. Practice shows that the information about a candidate listed in the JSC Law may not be enough to make an unambiguous conclusion about the ability of this person to successfully perform the functions of a member of the Board of Directors and for a shareholder to make an informed decision. But paragraph 4 of Art. 53 of the JSC Law allows to rectify this situation: it establishes that the proposal for nomination may contain Additional information about the candidate, provided for by the charter or internal documents of the company. Therefore, in the charter or internal documents, it is possible to expand the list of information that must necessarily be stated in the proposal.
At the same time, such an expansion must be approached with caution, as the board of directors may refuse to include a candidate on the voting list if it is found that the proposal does not comply with the charter or internal documents. Thus, by introducing any minor requirements into the charter or internal documents (and, accordingly, making them mandatory for drawing up a proposal to nominate a candidate), shareholders will provide the board of directors with a reason to reject a particular candidate on grounds that are not of fundamental importance.
Sometimes the opinion is expressed that it is illegal to introduce into the charter or internal documents extended requirements that could become a reason for refusing to include a candidate on the voting list. At the same time, they refer to clause 11 of the joint Resolution of the plenums Supreme Court Russian Federation and Higher arbitration court RF dated 04/02/1997, which states that the list of grounds for refusal is contained in paragraph 4 of Art. 53 of the JSC Law and is exhaustive. In our opinion, this wording does not at all cancel the shareholder's right to include additional information about this person in the proposal to nominate a candidate. The absence of such information may just become the basis for refusing to include a candidate on the voting list.
Recommendations on what information about a candidate can be considered really important and additionally provided to shareholders are contained in the Code of Corporate Conduct (hereinafter referred to as the Code)4. This document advises shareholders to provide the following information about the candidate:
age, education;
information on membership in the Board of Directors and/or on nomination for election as members of the Board of Directors (or other elected bodies) of other societies;
a list of positions held by the candidate in the last five years (including an indication of the position held by him at the time of nomination);
information about whether the candidate is a participant, CEO, a member of the governing body or an employee legal entity competing with the company (clause 2.1.2 of Chapter 3 of the Code recommends not to elect such a candidate to the board of directors in order to avoid a conflict of interest);
information about the nature of his relations with society;
information about its relations with affiliates and major counterparties of the company;
other information related to the property status of the candidate or capable of influencing the performance of his duties;
the candidate's written consent to the election, and if there is none, the candidate must personally attend the general meeting. Shareholders must be provided with information about the candidate's refusal to provide all or part of the above information5.
In addition, shareholders may include in the charter or internal documents other information about candidates that must be provided to shareholders, for example:
information about cases of administrative disqualification;
information on the existence of an outstanding conviction. The Code also recommends that the proposal for nomination indicate whether the candidate meets the criteria for independence (these criteria are listed in paragraph 2.2.2 of Chapter 3). In our opinion, the board of directors is obliged, according to at least, inform the shareholders that among the proposed candidates there are none who meet the criteria for independence, as well as what consequences for the company may arise in this case.
As is known, the JSC Law establishes that members of the audit commission cannot simultaneously be members of the company's board of directors6. In this regard, the question arises: what to do in those cases when members of the audit commission appear in the proposals for nominating candidates to the Board of Directors? In such proposals, in fact, the future composition of the Board of Directors and the Audit Commission is formed. At the same time, shareholders who nominate candidates do not know which of the members of the current audit commission will remain in it in next year. Therefore, the membership of a candidate for the Board of Directors in the current audit commission cannot serve as a basis for refusing to include him in the list of candidates. At the same time, the board of directors must promptly explain to shareholders the relevant requirements of the JSC Law, as well as possible consequences election of a candidate simultaneously to the Board of Directors and the Audit Commission.
Undoubtedly, the board of directors is the main thing actor in organizing the annual general meeting of shareholders, however, the procedure for preparing and holding the meeting includes a number of steps that must be completed by various participants in corporate relations, and in compliance with specific deadlines. In a generalized form, the activities carried out in preparation for the meeting are presented in the table.
Schedule of events
Davit Karapetyan, IFC project, Deputy Head, Ph.D. legal Sciences, Moscow
After the society and its bodies have completed all the steps to prepare for the annual AGM, this meeting must be held. It should be noted that the procedure for holding an annual meeting is not as strictly regulated by the JSC Law as the preparation procedure. Some of the activities shown in the figure follow from the requirements of regulatory legal acts, others are dictated by good corporate governance practice, and others completely depend on the internal structure of the joint-stock company. Depending on when shareholders are informed about the results of voting and decisions taken at the meeting, the procedure for holding the annual AGM has two options, the differentiation of which begins with the 11th step.
To exclude the possibility of shareholders filing lawsuits to invalidate the decisions of the annual GMS, all the procedures described above should be carried out clearly and in full compliance with the requirements of regulatory legal acts. From this point of view, it is advisable to introduce in the company the position of a corporate secretary (or other employee), who, among other things, performs the duties of creating the necessary conditions for the legally impeccable organization of the annual GMS.
Functions of the corporate secretary in the preparation and holding of the annual meeting
Polina Kalnitskaya IFC project, legal consultant, Moscow
According to the Code of Corporate Conduct, the corporate secretary is a special official whose only task is to ensure that the company complies with procedural requirements that guarantee the exercise of shareholder rights. In ch. 5 of the Code lists the main duties of this official related to the preparation and holding of the general meeting:
preparation of a list of persons entitled to participate in the general meeting of shareholders. If drafting this list carried out by an independent registrar, the secretary must be authorized by a written order of the general director or an internal document of the company to instruct the registrar to compile such a list;
Proper notification of the holding of the general meeting of all persons entitled to participate in the meeting, preparation and distribution of voting ballots to them. The secretary also notifies all members of the board of directors, the general director (managing organization, manager), members of the board, members of the audit commission (auditor) and the auditor of the company about the upcoming event;
formation of materials to be provided during the general meeting of shareholders. The secretary also provides access to these materials, certifies and provides copies of the relevant documents at the request of persons entitled to participate in the general meeting of shareholders;
collection of completed voting ballots received by the company and their timely transfer to the registrar of the company performing the functions of the counting commission, if, in accordance with the requirements of the legislation, the functions of the counting commission are assigned to a specialized registrar;
Ensuring compliance with the procedures for registering participants in the General Meeting of Shareholders, organizing the keeping of minutes of the General Meeting and drawing up a protocol on the results of voting at the General Meeting, as well as timely communication to the attention of those who are included in the list of persons entitled to participate in the General Meeting of the report on the results of voting at the general meeting of shareholders;
formulation of answers to the questions of the participants of the general meeting, which relate to the procedure used at such meetings, and taking measures to resolve conflicts related to the procedure for preparing and holding the general meeting of shareholders. Among the materials provided for the annual OCA, an important place is occupied by the company's annual report. It is he who in a concentrated form reflects the achievements of the joint-stock company, the prospects for its development and commitment to the principles of proper corporate governance.
Annual report of the company
Galina Efremova IFC project, financial consultant, Moscow
Alexander Eliseev IFC project, financial analyst, St. Petersburg
As stated in paragraph 11 of Art. 48 of the JSC Law, the approval of the annual report falls within the competence of the annual GMS. It should be taken into account that no later than 30 days before the date of the annual GMS, this document is preliminarily approved by the company's board of directors, and in the absence of a board of directors in the company, by the person exercising the functions of the sole executive body. The reliability of the data contained in the annual report must be confirmed by the audit commission (auditor). Before the publication of the annual report, the company is obliged to engage for the annual verification and confirmation of the financial statements of an auditor who is not connected by property interests with the company or its shareholders.
The annual report is the main document that represents the company in. It usually consists of ten sections (chapters).
1. Address of the Chairman of the Board of Directors to the shareholders. It is very important to find the right general tone for this chapter: perhaps the chairman of the board should apologize for any shortcomings in the company's activities or admit that not all of the goals set earlier have been achieved.
2. Information about the volume of sales and characteristics marketing strategy. This section of the annual report should give a clear picture of what and how the company sells, as well as where and to whom. In other words, here all interested parties will be able to find out what goods or services the company uses, who is the main consumer of its products, in which regions it operates.
3. Dynamics of key financial indicators in recent years. In this chapter, the most interesting information is about the increase in profits and operating income.
4. Analysis of the market situation and the financial results achieved by the company. It is necessary to describe the main trends observed in the economy of the country and the industry over the past two years, presenting them in the report with maximum clarity and impartiality.
5. Report of the external auditor. The name of the auditor firm and the period for which the audit was carried out should be indicated, as well as the wording of the issued opinion.
6. Financial reporting. Analyzing this section, users of the report will pay attention to a number of important relationships between various items (primarily the share of profit in revenue) and between constituent parts individual items (for example, the share of costs for Scientific research and development in the cost of production). An important part of this chapter are appendices and explanations to the financial statements.
7. List of subsidiaries, branches and representative offices. It is necessary to give a clear idea of all firms and enterprises that are in one way or another connected with society (for example, indicate offshore companies).
8. List of directors and top managers. It is very useful to tell the users of the report what changes have occurred over the past period in the composition of the board of directors and the board.
9. Dynamics of quotations of the company's shares in recent years. Describe the main trends observed in stock market, as well as show the dynamics of dividends paid by the company.
10. State of the corporate governance system. In accordance with the FCSM Regulation No. 17/ps, certain requirements are imposed on the annual report of a joint-stock company in terms of disclosure of information on compliance with the Code of Corporate Conduct and proper principles of corporate governance.
Depending on the goals pursued by the company, the emphasis in the annual report can be placed in different ways: remove some sections, fill others with as much information as possible, add new ones.
The basis of the annual report is financial information, which discloses data characterizing the results of the company's activities for the reporting and previous periods, as well as financial condition company at the date of preparation of the document and plans for its development in the short and long term.
The preparation of the annual report combines rationalism and art. The following recent trends in this area can be noted:
firms try to show their employees, i.е. focus on the individual;
graphics and illustrations are stylized as;
companies tend to talk about themselves with humor. The growth in the complexity and volume of annual reports leads to formation between individual shareholders and the company, since the analysis financial position firms becomes the exclusive prerogative of investment banks, rating agencies and the financial press. Things got to the point that some Western firms began to issue two reports: one - for individual shareholders, the other - for professional investors and analysts.
Currently, the main weakness of annual reports published by domestic companies is the lack of future development scenarios. Joint-stock companies should strive to convince all users of financial statements of the reality of their business prospects. main role boards of directors are known to play in the development of such scenarios. It is in this area that they should show their strategic potential and make a worthy contribution to improving investment attractiveness the corporations they manage.
* * *
Russian joint-stock companies have already passed the initial, most difficult stage of the journey and, in general, comply with the requirements of regulatory legal acts for the procedure for preparing and holding the annual GMS. However, they still have a lot to do to implement the main principle of the organization of the GMS: the meeting should be held in such a way as to facilitate the effective participation of shareholders in the work of this company management body.
From this point of view great importance acquire modern information technologies. Experience developed countries shows that in 2003, 83 out of 100 leading European corporations organized Internet broadcasting of various corporate events, including 27 companies used this method during their annual OCA7. Many Western firms send out notifications about the convening of the GMS by e-mail, enable shareholders to vote online, and post interactive annual reports on their websites. These electronic documents allow users to translate financial statements into Excel spreadsheets, as well as navigate between different sections of reports and to other pages of corporate Web sites using hypertext links. Corporations, in turn, create databases about users and the configuration of their preferences when working with reports (ie, which sections of documents are of greatest interest to them). All this is a very effective means of improving mutual understanding between shareholders, managers, directors and other stakeholders.
Bibliography
For the preparation of this work, materials from the site http://lib.sportedu.ru http://cfin.ru/ were used.
Maria Gracheva IFC project<Корпоративное управление в России>, executive editor of the quarterly review, Ph.D. economy Sciences, Moscow
The annual general meeting of shareholders is an important event in the life of the company. At the meeting, the results of the activities of the joint-stock company in the past year are summed up and key corporate decisions are made: the board of directors (supervisory board) and the audit commission (auditor) of the company are elected, the annual report and financial statements are approved, the amount of profit intended for payment of dividends is determined, etc. .
the federal law<Об joint-stock companies ax> (hereinafter referred to as the JSC Law) gives the general meeting of shareholders a special status: it is the highest management body of the company. The JSC Law states that the annual meeting must be held in the form of joint attendance of shareholders and cannot be held in the form of absentee voting. This highlights the important function of the annual meeting, which is that it is a forum for shareholders to discuss the main problems facing the company, and also provides the owners with the opportunity to communicate with managers and ask them questions. The JSC Law also determines the date of the meeting: not earlier than two months and not later than six months after the end of the financial year.
The board of directors and the company's management take an active part in the preparation and holding of the general meeting, with the board of directors playing a key role. As a rule, in a large corporation, to organize a meeting, a special group employees, coordinating the interaction between the shareholder relations department and other divisions of the company. Particular importance is attached to establishing close cooperation with the media, which disseminate information about the results achieved by the society and about the decisions taken at the meeting.
In recent years, the attitude of domestic companies to the preparation and holding of annual meetings has begun to change noticeably. Gone are the days when there were obstacles to the participation of shareholders in meetings, the materials provided for by the JSC Law were not provided, and the votes were counted incorrectly. Of course, not everything is perfect yet, but the improvement in corporate practices in this area was a positive signal for minority shareholders. The process of organizing the annual general meeting is associated with the decision of a set of difficult questions. In the article brought to the attention of readers, we will consider only those of them that, in our opinion, are the most important and relevant: the role of the board of directors, a detailed schedule of events, the functions of the corporate secretary, and the preparation of the company's annual report.
The role of the board of directors in the organization of the annual meeting
Igor Aksenov IFC project<Корпоративное управление в России>, legal consultant, Moscow
The Board of Directors (BoD) plays a key role in the preparation and conduct of the annual general meeting of shareholders - as provided for by the JSC Law, and this is what good corporate governance requires. The board of directors must organize a large number of different events, and must do so within tight deadlines and in accordance with the requirements of the JSC Law. More detailed regulation of the procedures specified in the JSC Law is given in the Regulations of the Federal Commission for the Securities Market<О дополнительных требованиях к порядку подготовки, созыва и проведения общего собрания акционеров>, approved by the Decree of May 31, 2002 No. 17 / ps. It should be noted that the longest and most difficult process is the preparation of the annual general meeting in an open joint stock company with more than 1,000 owners of voting shares.
Let's analyze those preliminary measures that most often raise questions from both members of the Board of Directors and shareholders.
First of all, the board of directors should consider shareholders' proposals on nominating candidates to the Board of Directors, the executive body and the audit commission of the joint-stock company, as well as on putting issues on the agenda of the general meeting. In accordance with Art. 53 of the JSC Law, such proposals can only be sent by shareholders who own (individually or collectively) at least 2% of voting shares. Offers must be received by the joint-stock company no later than 30 days after the end of the financial year, i.e. no later than January 30th. When determining the deadline for submitting proposals, the following important circumstances should be borne in mind.
1. Since the JSC Law states that<...предложения должны поступить в общество...>, then sometimes it was interpreted in such a way that the date of the proposal should be considered the date of its actual receipt by the company. As a result, misunderstandings often arose. Now the procedure for sending proposals is clearly described in the FCSM Regulation No. 17/ps:<Если предложение в повестку дня общего собрания направлено почтовой связью, датой внесения такого предложения является дата, указанная на оттиске календарного штемпеля, подтверждающего дату отправки почтового отправления, а если предложение в повестку дня общего собрания вручено под роспись - дата вручения>1.
2. It should not be forgotten that the JSC Law allows shareholders to set in the charter a later deadline for submitting proposals to a joint stock company.
Further, according to the JSC Law, the board of directors must discuss the proposals received and make a decision (on the inclusion of issues on the agenda of the meeting and the nominated candidates on the list of candidates or on refusal to include them) no later than five days after the deadline for submitting proposals, i.e. e. no later than either 4 February or five days after the date for submission of proposals set out in the articles of association2. Of course, proposals can be considered by the board of directors both at one meeting (in a single package) and at different meetings (as they are received), but the final decisions must be made within the time limits established by the JSC Law.
However, when analyzing the proposals received, the question often arises: what criteria should the Board of Directors be guided by when making this or that decision? An exhaustive list of grounds for refusal is set out in paragraph 5 of Art. 53 of the JSC Law and includes the following cases3:
the deadlines established by the JSC Law were not observed (ie the proposals were received by the company after January 30 or a later date specified in the articles of association);
shareholders are not owners of the number of voting shares of the company stipulated by the JSC Law (ie they own less than 2% of such shares);
proposals do not meet the requirements stipulated by paragraphs 3 and 4 of Art. 53 of the JSC Law (i.e., the information that these proposals should contain is not provided). In accordance with paragraph 3, 4 of Art. 53 of the JSC Law, proposals must contain the following information about candidates:
names (titles) of shareholders who nominated candidates;
signatures of shareholders who nominated candidates;
names of proposed candidates;
Names of bodies to which they are nominated. Practice shows that the information about a candidate listed in the JSC Law may not be enough to make an unambiguous conclusion about the ability of this person to successfully perform the functions of a member of the Board of Directors and for a shareholder to make an informed decision. But paragraph 4 of Art. 53 of the JSC Law allows to correct this situation: it establishes that the proposal for nomination may contain additional information about the candidate, provided for by the charter or internal documents of the company. Therefore, in the charter or internal documents, it is possible to expand the list of information that must necessarily be stated in the proposal.
At the same time, such an expansion must be approached with caution, as the board of directors may refuse to include a candidate on the voting list if it is found that the proposal does not comply with the charter or internal documents. Thus, by introducing any minor requirements into the charter or internal documents (and, accordingly, making them mandatory for drawing up a proposal to nominate a candidate), shareholders will provide the board of directors with a reason to reject a particular candidate on grounds that are not of fundamental importance.
Sometimes the opinion is expressed that it is illegal to introduce into the charter or internal documents extended requirements that could become a reason for refusing to include a candidate on the voting list. At the same time, they refer to clause 11 of the joint Resolution of the plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation of 04/02/1997, which states that the list of grounds for refusal is contained in clause 4 of Art. 53 of the JSC Law and is exhaustive. In our opinion, this wording does not at all cancel the shareholder's right to include additional information about this person in the proposal to nominate a candidate. The absence of such information may just become the basis for refusing to include a candidate on the voting list.
Recommendations on what information about a candidate can be considered really important and additionally provided to shareholders are contained in the Code of Corporate Conduct (hereinafter referred to as the Code)4. This document advises shareholders to provide the following information about the candidate:
age, education;
information on membership in the Board of Directors and/or on nomination for election as members of the Board of Directors (or other elected bodies) of other societies;
a list of positions held by the candidate in the last five years (including an indication of the position held by him at the time of nomination);
information on whether the candidate is a member, general director, member of the management body or an employee of a legal entity competing with the company (in clause 2.1.2 of Chapter 3 of the Code it is recommended not to elect such a candidate to the board of directors in order to avoid a conflict of interest); );
Joint stock companies are required to hold an annual general meeting of shareholders annually. Preparation of the general meeting of shareholders begins with the decision to hold the meeting.
The date by which the annual meeting must be held must be specified in the articles of association. Moreover, according to the law on joint-stock companies, it must fall within the time period from March 1 to June 30 (). However, in fact, the meeting is better to have time to hold in March. The fact is that annual reports must be submitted to the state statistics authority within three months after the end of the year (clauses 1, 2, article 18 of the Accounting Law). At the time of submission, it must be approved by the general meeting (clause 9, article 13 of the Accounting Law). To comply with this requirement, the meeting must be held no later than three months after the end of the year, although the JSC Law allows it to be held no later than six months.
Who makes the decision to hold the meeting
Prepared based on the materials of the Lawyer System
Professional help system for lawyers, where you will find the answer to any, even the most complex question.
See what conditions the courts most often evaluate differently. Take safe wording of such conditions into the contract. Use positive practice to convince the counterparty to include the condition in the contract, and use negative practice to convince the counterparty to refuse the condition.
Challenge the decisions, actions and inaction of the bailiff. Release property from seizure. Claim damages. This recommendation has everything you need: a clear algorithm, a selection judicial practice and ready samples complaints.
Read the eight unspoken registration rules. Based on the testimony of inspectors and registrars. Suitable for companies that have been flagged by the IFTS as unreliable.
Fresh positions of the courts on controversial issues of recovery of court costs in one review. The problem is that many details are still not spelled out in the law. Therefore, in controversial cases, focus on judicial practice.
Send a notification to your cell, e-mail or parcel post.
In what sequence should an extraordinary meeting of shareholders take place, taking into account changes in legislation?
Suppose a board of directors is appointed on November 1, with a call to hold an extraordinary meeting of shareholders on the issue of joining the union of builders. Next, within 3 days, we must send a request to the registrar with the minutes of the board of directors attached? Next, the registrar sends us a list of shareholders entitled to participate in the meeting. For that, within 20 days from the date of receipt of the list, we must hold a board of directors? From what date should this period be counted?
While we were registry holders, everything was much easier. Members of the board of directors - who is where, it is not possible to collect all the signatures from them. What to do with signatures, given that the council members are in different cities? What about a notary?
Procedure for holding an extraordinary meeting of shareholders
The procedure for convening a general meeting of shareholders is as follows:
1. The Board of Directors makes a decision to convene an extraordinary general meeting of shareholders;
2. A list of persons entitled to participate in the general meeting of shareholders is formed.
The date of drawing up the list of persons entitled to participate in the general meeting of shareholders cannot be set earlier than 10 days from the date of the decision to hold the general meeting of shareholders and more than 50 days before the date of the general meeting of shareholders.
3. Not later than 20 days (by general rule) a notice is made about holding a general meeting of shareholders.
Within the specified time limits, the notice of holding the General Meeting of Shareholders must be sent to each person specified in the list of persons entitled to participate by registered mail, unless the company's charter provides for another way of sending this notice in writing, or delivered to each specified person against signature, or, if it is provided for by the charter of the company, published in a certain charter of the company printed edition and (or) posted on the website of the company on the Internet specified by the charter of the company;
Thus, the law does not stipulate that you must hold a meeting within 20 days from the date of the decision to hold it. It is important that it be held no earlier than 20 days after you make a notification about it. In addition, the above requirements for the timing of the formation of the list of shareholders must be met.
Regarding the issue of obtaining signatures of members of the Board of Directors, the following should be noted:
The joint-stock legislation proceeds from the fact that the meeting of the Board of Directors of the company assumes the joint presence of its members to discuss the issues on the agenda. At the same time, the Charter or other internal act may provide for the possibility of absentee voting on agenda items (Article 68 of the Federal Law “On Joint Stock Companies”), therefore we advise you to think about the possibility of amending the Charter (or adopting an internal act) in order to to avoid such problems in the future.
At this stage, we note that the minutes of the meeting of the Board of Directors should contain only the signature of the Chairman of the meeting, the signatures of other members may be absent (Article 68 of the Federal Law "On Joint Stock Companies").
Regarding the need to confirm the adoption of the decision by the meeting of shareholders and the composition of the meeting participants who were present at its adoption, we note that for public joint-stock companies it is carried out only by the Registrar, for non-public companies - by the Registrar acting as a counting commission, or by a notary at the choice of the Company itself, fixed in its charter or in the minutes of the general meeting of shareholders.
