Management in a joint-stock company
General Meeting of Shareholders
The supreme governing body of the company is the general meeting of shareholders, which should be held annually. The annual general meeting of shareholders is held no earlier than March and no later than June of the year following the reporting year. It resolves the issue of electing the Board of Directors, the Audit Commission of the Company, approving the auditor and considering the annual report submitted by the Board of Directors. In addition to the annual general meetings of shareholders are extraordinary. The date and procedure for holding the General Meeting of Shareholders shall be established by the Board of Directors of the Company.
The exclusive competence of the general meeting of shareholders includes the following issues:
• introducing changes and amendments to the company's charter, reorganization and liquidation of the company;
• increase or decrease of the authorized capital of the company and the way of its implementation, splitting and consolidation of shares;
• Election of the Board of Directors and members of the Audit Commission, formation of the executive body and early termination of their powers, approval of the company's auditor;
• approval of annual reports, balance sheets, distribution of profits and losses, internal documents regulating the activities of the company's bodies;
• Decision-making on the application of the de-listing of shares of the company;
• the procedure for conducting the general meeting, the formation of a counting commission.
Issues referred to the exclusive competence of the general meeting of shareholders can not be transferred to a decision of the executive body of the company. The General Meeting of Shareholders is not entitled to change the agenda of the general meeting, to consider and take decisions on issues not included in the agenda of the meeting or not referred to its competence.
Shareholders owning ordinary shares of the company and owners of preferred shares of the company who are voting in making decisions on the issues under consideration have the right to vote at the general meeting of shareholders. A voting share is an ordinary or preferred share that gives its owner the right to vote when deciding the issue put to a vote.
The decision of the general meeting of shareholders can be made by holding an absentee vote, except when the agenda of the general meeting includes the election of the board of directors, the audit commission, the approval of the company's auditor, and approval of annual reports, annual financial statements, distribution of profits and
The list of shareholders entitled to participate in the general meeting is drawn up on the basis of the register of shareholders on the date established by the board of directors of the company. Moreover, the date of drawing up the list of participants of the general meeting of shareholders can not be established earlier than the date of making a decision to hold a general meeting of shareholders and more than 50 days before the date of the general meeting, and in case of an extraordinary general meeting of shareholders containing the issue of election of members of the board of directors council) of society, - 85 days.
The list of participants of the general meeting is presented by the company for review at the request of persons included in this list and possessing not less than 1% of the votes. In this case, the documents and mailing address of individuals included in this list are provided only with the consent of these persons.
A notice to shareholders about holding a general meeting of shareholders is carried out by registered letter. The notice to shareholders about holding a general meeting must be made no later than 20 days before the date of its holding, and if the agenda is the issue of reorganizing the company, then no later than 30 days.
Shareholders owning at least 2% of the company's shares, no later than 30 days after the end of the fiscal year, have the right to submit proposals to the agenda of the annual general meeting of shareholders and nominate candidates for the board of directors and the company's audit commission, the total number of which can not exceed the quantitative composition of this body.
The question brought by the shareholder is subject to inclusion in the agenda of the general meeting, and the nominated candidates are to be included in the list of candidates for voting, except for the cases when:
• the shareholder did not meet the deadline for submitting proposals;
• the shareholder does not own the number of voting shares required for the nomination of proposals;
• The submitted data is incomplete;
• proposals are not within the competence of the general meeting or comply with the requirements of US law.
The General Meeting of Shareholders is eligible, if at the time of the end of registration, shareholders who have in aggregate more than 50% of the votes of the placed voting shares of the company are registered. In the absence of a quorum for holding a general meeting of shareholders, the date of the new general meeting is announced. The new general meeting of shareholders convened instead of the failed one is eligible if at the time of the registration the shareholders registering with at least 30% of the votes registered. The charter of a company with more than 500,000 shareholders may provide for a smaller quorum for holding a general meeting instead of the failed meeting.
An extraordinary general meeting of shareholders is held by a decision of the board of directors of the company on the basis of its own initiative, as well as at the request of the audit commission, the auditor of the company or a shareholder owning not less than 10% of the voting shares of the company. In the request to hold an extraordinary general meeting of shareholders, issues to be included in the agenda of the meeting should be formulated, specifying the motives for their introduction. The decision shall determine the form of the general meeting of shareholders (presence or absentee voting).
The Board of Directors of the company is not entitled to change the form of holding an extraordinary general meeting of shareholders by its decision if the requirement of the company's auditing committee, the company's auditor, and also the shareholder who requested an extraordinary general meeting, contains an indication of the form of holding it. In this case, the convocation of an extraordinary general meeting of shareholders is carried out by the board of directors of the company no later than 40 days after the submission of the request to hold an extraordinary general meeting of shareholders, and if the agenda contains the issue of electing members of the company's board of directors (supervisory council), then such general meeting of shareholders must be conducted within 70 days.
The Board of Directors of the company has no right to amend the wording of items on the agenda of the extraordinary general meeting of shareholders convened at the request of the audit commission, the auditor of the company or shareholder owning at least 10% of the company's voting shares.
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