Update date: 01.10.2023 16:34:05
GENERAL MEETING OF SHAREHOLDERS
The general meeting of shareholders is the supreme governing body of the company.
The company is obliged to hold a general meeting of shareholders annually (annual general meeting of shareholders).
The annual general meeting of shareholders is held within the timeframe established by the charter of the company, but no later than six months after the end of the financial year. At the annual general meeting of shareholders, issues are resolved on the election of the supervisory board and the audit commission (auditor) of the company, on the possibility of extending the term, renegotiating or terminating the contract with the sole executive body, members of the collegial executive body of the company, trustee, and also considers the annual report of the company, reports of the executive body and supervisory board of the company on measures taken to achieve the development strategy of the company and other documents in accordance with the Law.
General meetings of shareholders held in addition to the annual are extraordinary.
The date and procedure for holding the general meeting of shareholders, the procedure for informing shareholders about its holding, the list of materials (information) provided to shareholders in preparation for the general meeting of shareholders are established by the supervisory board of the company.
In a company, all common shares of which belong to one shareholder, general meetings of shareholders are not held. Decisions on issues referred by the Law and the charter of the company to the competence of the general meeting of shareholders are taken by such a shareholder alone and are subject to written form, except for cases when the preferred shares of the company acquire the right to vote in accordance with the Law. At the same time, the provisions of this chapter, which determine the procedure and terms for preparation, convocation and holding of the general meeting of shareholders, do not apply, with the exception of the provisions concerning the timing of the annual general meeting of shareholders.
The competence of the general meeting of shareholders includes:
- introduction of changes and additions to the charter of the company or approval of the charter of the company in a new edition;
- reorganization of a company;
- liquidation of the company, appointment of a liquidator (liquidation commission) and approval of interim and final liquidation balance sheets;
- determination of the number of members of the supervisory board and the committee of minority shareholders of the company, election of their members and early termination of their powers;
- determination of the maximum size of authorized shares;
- increase in the authorized capital (authorized capital) of the company;
- reduction of the authorized fund (authorized capital) of the company;
- acquisition of own shares;
- approval of the organizational structure of the company, formation of the executive body of the company, election (appointment) of its head and early termination of his powers;
- election of members of the audit commission (auditor) of the company and early termination of their powers, as well as approval of the regulations on the audit commission (auditor);
- approval of the annual report and the annual business plan of the company, as well as the development strategy of the company for the medium and long term, with the determination of its specific terms based on the main directions and goals of the company;
- distribution of profits and losses of the company;
- hearing the reports of the supervisory board and the conclusions of the audit commission (auditor) of the company on issues within their competence, including compliance with the requirements for managing the company established by law;
- making a decision on the issue of corporate bonds by the company, including those convertible into shares;
- making a decision on the issue of derivative securities;
- making a decision on the redemption of corporate bonds of the company;
- making a decision on non-application of the preemptive right provided for by the Law;
- determination of the placement price (placement on the exchange and organized over-the-counter securities market);
- approval of the regulations of the general meeting of shareholders;
- split and consolidation of shares;
- the establishment of remunerations and (or) compensations paid to the executive body of the company, as well as their maximum amounts;
- making a decision on the conclusion by the company of a transaction provided for by the Law
- making a decision on the determination of an auditing organization for conducting a mandatory audit, on the maximum amount of payment for its services and the conclusion (termination) of an agreement with it;
- solution of other issues in accordance with the law.
Issues attributed to the competence of the general meeting of shareholders cannot be transferred for decision to the executive body of the company.
Issues attributed to the competence of the general meeting of shareholders cannot be transferred to the decision of the company's supervisory board, with the exception of the following issues:
- an increase in the authorized fund (authorized capital) of the company, as well as amendments and additions to the charter of the company related to an increase in the authorized fund (authorized capital) of the company and a decrease in the number of authorized shares of the company;
- determination of the price of placement (placing on the exchange and organized over-the-counter securities market) of shares;
- making a decision on the issue of corporate bonds by the company, including those convertible into shares;
- making a decision on the issue of derivative securities;
- making a decision on the redemption of corporate bonds of the company;
- formation of the executive body of the company, election (appointment) of its head, early termination of his powers;
- determination of the amount of remuneration and compensation paid to the executive body of the company;
- approval of the company's annual business plan.
