The General Meeting of Shareholders has the right. General Meeting of Shareholders. Organization of the annual meeting of shareholders in person

In accordance with legal requirements, holding an annual general meeting of shareholders is a mandatory procedure, which, at first glance, is simple. However, it includes various kinds of formalities, the violation of which can lead to significant fines. In general, the procedure for holding an annual general meeting of shareholders can be divided into several stages.

1. Preparation for the meeting of shareholders.

A meeting of the board of directors is held on issues related to annual meeting shareholders, the agenda is determined, shareholders are notified of the meeting, shareholders are familiarized with the information (materials) provided in preparation for the general meeting of shareholders.

2. Conducting a general meeting of shareholders.

The registration of arriving shareholders, the issuance of ballots (if voting is in person), the voting procedure on agenda items are carried out, and the voting results may be announced.

3. Registration of the results of the general meeting of shareholders.

The minutes of the counting commission on the voting results, the voting report, and the minutes of the general meeting of shareholders are drawn up.

Preparation for the annual general meeting of shareholders

The annual meeting of shareholders must be held on time. The legislation does not determine the specific date of the annual meeting of shareholders (it is determined by the company's charter). At the same time, the legislator limits the discretion of the company regarding the timing of the annual meeting. Thus, the annual meeting must be held no earlier than two months and no later than six months after the end of the financial year. The financial year corresponds to the calendar year and lasts from January 1 to December 31 (Article 12 of the Budget Code Russian Federation). This limitation period also applies in a situation where it does not contain provisions on the date of the annual meeting of shareholders.

Evasion from convening a general meeting of shareholders shall entail the imposition of an administrative fine for citizens in the amount of 2,000 to 4,000 rubles, for officials - from 20,000 to 30,000 rubles or disqualification for up to 1 (one) year, for legal entities- from 500,000 to 700,000 rubles. (clause 1 of article 15.23.1 of the Code of Administrative Offenses of the Russian Federation).

In addition, violation of the established deadlines for holding the annual meeting of shareholders entails termination of the powers of the board of directors (supervisory board) of the company, with the exception of the powers to prepare, convene and hold the annual general meeting of shareholders (clause 1, article 66 of the Federal Law of December 26, 2005 No. 208-FZ “On Joint-Stock Companies”).

In preparation for the annual meeting of shareholders, a meeting of the board of directors is held, at which issues related to the form of holding the general meeting of shareholders (meeting or absentee voting) are resolved; date, place, time of the general meeting of shareholders; date of compilation of the list of persons entitled to participate in general meeting shareholders; agenda of the general meeting of shareholders; the procedure for notifying shareholders about the holding of a general meeting of shareholders; a list of information (materials) provided to shareholders in preparation for the general meeting of shareholders, and the procedure for its provision; the form and text of the voting ballot in the case of voting by ballot.

The results of the meeting of the board of directors are documented in the appropriate minutes, which detail the content and sequence of issues discussed, the content of the decision made on each issue, and the voting results on each issue. The minutes must indicate the date and time of the meeting of the board of directors, the composition of the board of directors, and the presence of a quorum.

Separate documents must also include the agenda of the annual general meeting of shareholders approved by the board of directors, the notice of the annual general meeting of shareholders, which is sent to the shareholders, and voting ballots for each item on the agenda.

The agenda must include mandatory issues established by paragraph 2 of Art. 54 etc. 11 clause 1 art. 48 of Law No. 208-FZ. In addition to mandatory issues, the agenda may also include additional issues, the resolution of which falls within the competence of the general meeting of shareholders. Additional issues are put on the agenda by both the board of directors and shareholders. Proposals for the agenda are made by shareholders who collectively own at least 2% of the company's voting shares. Proposals for the agenda must be received by the company no later than 30 days after the end of the financial year, unless a later date is established by the company's charter.

A notice of the annual meeting of shareholders is sent to each shareholder who has the right to participate in the meeting. The mandatory deadlines for sending this message are established by law, and the procedure for sending it can be determined by the company independently. Thus, this notification must be made no later than 20 days, and a notification about holding a 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.

As for the procedure for sending a message, according to general rule notice of the meeting is sent to the shareholder by registered mail. However, the company's charter may provide for other requirements for sending a message. For example, the charter can stipulate that the message is sent by registered mail with notification or a valuable letter with an inventory of the contents, or is delivered in person against signature. The articles of association may also provide for the need to publish notice of the meeting in accessible media. mass media, in printed publications. In any case, the company has the right to additionally inform shareholders about the holding of a general meeting of shareholders through other media (television, radio).

Violation of the procedure or deadline for sending (delivering, publishing) a notice of a general meeting of shareholders shall entail the imposition of an administrative fine. A fine is imposed on citizens in the amount of 2,000 to 4,000 rubles, on officials - from 20,000 to 30,000 rubles or disqualification for up to one year, on legal entities - from 500,000 to 700,000 rubles. (Article 15.23.1 of the Code of Administrative Offenses of the Russian Federation).

The notice of the general meeting of shareholders shall indicate the full corporate name of the company and its location; form of holding the general meeting of shareholders (meeting or absentee voting); date, place, time of the general meeting of shareholders; date of compilation of the list of persons entitled to participate in the general meeting of shareholders; agenda of the general meeting of shareholders; the procedure for familiarizing yourself with the information (materials) to be provided in preparation for the general meeting of shareholders, and the address (addresses) at which it can be viewed. The message must be drawn up taking into account additional requirements established by Resolution of the Federal Commission for the Securities Market of the Russian Federation dated May 31, 2002 No. 17/ps (as amended on February 7, 2003).

Violation of requirements federal laws and other regulatory legal acts adopted in accordance with them to the form, date or place of holding the general meeting of shareholders, as well as holding a general meeting of shareholders in violation of the form, date, time or place of its holding, determined by the body of the joint-stock company or the persons convening the general meeting of shareholders shall entail the imposition of an administrative fine on citizens in the amount of 2,000 to 4,000 rubles, on officials - from 20,000 to 30,000 rubles or disqualification for up to one year, on legal entities - from 500,000 to 700,000 rubles. (Clause 5, Article 15.23.1 of the Code of Administrative Offenses of the Russian Federation).

It is important to note that shareholders included in the list of persons entitled to participate in the general meeting have the right to participate in the general meeting of shareholders. The list of persons entitled to participate in the general meeting of shareholders is compiled on the basis of register data shareholders of the company, either a joint stock company or a person entrusted with maintaining the register. The date for compiling the list of persons entitled to participate in the general meeting of shareholders cannot be set earlier than the date of the decision to hold the general meeting of shareholders. The list is valid for 50 days, and in some cases – for 85 days before the date of the general meeting of shareholders.

Violation of the requirements of federal laws and other regulatory legal acts adopted in accordance with them regarding the compilation of lists of persons entitled to participate in the general meeting of shareholders shall entail the imposition of an administrative fine on citizens in the amount of 2,000 to 4,000 rubles, on officials - from 20,000 to 30,000 rubles or disqualification for up to one year, on legal entities - from 500,000 to 700,000 rubles. (Article 15.23.1 of the Code of Administrative Offenses of the Russian Federation).

During the period from the date of sending the notice of the annual general meeting to the date of the meeting, shareholders are familiarized with the information (materials) provided in preparation for the general meeting of shareholders. At the request of a person entitled to participate in the general meeting of shareholders, the company is obliged to provide him with copies of documents. The fee charged by the company for providing these copies cannot exceed the costs of their production.

Failure to provide or violation of the deadline for providing information (materials) subject (to be) provided in accordance with federal laws and other regulations adopted in accordance with them legal acts, in preparation for the general meeting of shareholders shall entail the imposition of an administrative fine on citizens in the amount of 2,000 to 4,000 rubles, on officials - from 20,000 to 30,000 rubles or disqualification for up to one year, on legal entities - from 500,000 to 700,000 rubles. (clause 2 of article 15.23.1 of the Code of Administrative Offenses of the Russian Federation).

All of the above violations related to the compilation of a list of persons entitled to participate in the general meeting of shareholders, notification of the meeting, provision of relevant information (documents) to shareholders may also lead to the invalidation of the decision of the annual general meeting of shareholders of the company (resolution of the Federal Antimonopoly Service of the West Siberian District dated 19.02 .2008 No. F04-424/2008 1017-A27-16, FAS Moscow District dated 02/14/2008 No. KG-A41/14154-07, determination of the Supreme Arbitration Court of the Russian Federation dated 02/13/2009 No. 862/09)

Conducting a general meeting of shareholders

Shareholders who arrived at the meeting must be registered in the appropriate journal for registering meeting participants and recording ballot forms issued during the meeting. The right to participate in the general meeting of shareholders is exercised by the shareholder both personally and through his representative. The shareholder's representative acts on the basis of a notarized power of attorney, a copy of which must be attached to the register of registration of meeting participants and accounting of ballot forms issued during the meeting.

The general meeting is valid only if there is a quorum. As a general rule, a general meeting of shareholders has a quorum if it was attended by shareholders who collectively own more than half the votes of the company's outstanding voting shares (50% of shares + 1 share). When determining a quorum, the provisions of paragraph 6 of Art. 32.1, paragraph 6 of Art. 84.2 of Law No. 208-FZ.

Conducting a general meeting of shareholders in the absence of the quorum required for its holding, or consideration of certain issues on the agenda in the absence of the necessary quorum, entails the imposition of an administrative fine on citizens in the amount of 2,000 to 4,000 rubles, on officials - from 20,000 to 30,000 rubles or disqualification for up to one year, on legal entities - from 500,000 to 700,000 rubles. (clause 6 of article 15.23.1 of the Code of Administrative Offenses of the Russian Federation).

Voting on agenda items is carried out using a voting ballot. In the practice of holding shareholder meetings, a ballot is used even in cases where the law allows voting by show of hands (Clause 1, Article 60 of Law No. 208-FZ), since the presence of a completed ballot complicates the procedure for challenging the voting results. A voting ballot is issued to each arriving participant or his representative against signature. Ballots, as already indicated, are compiled separately for each voting issue, although the law does not contain a direct prohibition on including several issues put to vote on the ballot. The form of the ballot must strictly comply with the requirements of the law (clause 4 of article 60 of Law No. 208-FZ, Resolution of the Federal Commission for the Securities Market of Russia No. 17/ps). Voting at the general meeting of shareholders is carried out according to the principle “one voting share of the company - one vote,” with the exception of cumulative voting.

Registration of the results of the annual general meeting of shareholders

The votes are counted counting commission or a person replacing her. (the counting commission is created in a company with more than one hundred owners of voting shares). Based on the voting results, the counting commission or the person performing its functions draws up a protocol on the voting results, which is signed by the members of the counting commission or the person performing its functions. A protocol on the voting results is drawn up no later than 15 days after the closing of the general meeting of shareholders.

If the voting results for each item on the agenda were not announced to shareholders after completion of the voting procedure, it is necessary to draw up a report on the voting results. This report, no later than ten days after drawing up the protocol on the voting results, must be sent to each person included in the list of persons entitled to participate in the general meeting of shareholders, in the manner prescribed for reporting the holding of a general meeting of shareholders.

Violation of the requirements of federal laws and other regulatory legal acts adopted in accordance with them regarding the announcement or bringing to the attention of shareholders of decisions adopted by the general meeting or voting results shall entail the imposition of an administrative fine on officials in the amount of 20,000 to 30,000 rubles or disqualification for up to one year, on legal entities - from 500,000 to 700,000 rubles. (Clause 10, Article 15.23.1 of the Administrative Code).

The minutes of the general meeting of shareholders are drawn up no later than 15 days after the closing of the general meeting of shareholders in two copies. Both copies are signed by the chairman of the general meeting of shareholders and the secretary of the general meeting of shareholders. The minutes of the general meeting of shareholders must contain information about the place and time of the general meeting of shareholders; the total number of votes possessed by shareholders - owners of voting shares of the company; the number of votes held by shareholders participating in the meeting; the chairman (presidium) and secretary of the meeting, the agenda of the meeting. The minutes of the general meeting of shareholders of the company must contain the main provisions of the speeches, issues put to vote and the voting results on them, decisions adopted by the meeting (clause 2 of Article 63 of Law No. 208-FZ). The minutes of the general meeting must also contain the information specified in paragraphs 5.1, 5.7 and 5.8 of Resolution No. 17/ps of the Federal Commission for the Securities Market of Russia.

Violation by the chairman or secretary of the general meeting of shareholders of the requirements for the content, form or deadline for drawing up the minutes of the general meeting of shareholders, as well as the evasion of these persons from signing the said minutes entails the imposition of an administrative fine on citizens in the amount of 1,000 to 2,000 rubles, on officials - from 10,000 to 20,000 rubles. or disqualification for up to six months.

The procedure for holding a meeting of shareholders is of considerable importance for giving legitimacy to the decisions of shareholders and is regulated in quite detail legislative acts. The role of the shareholders' meeting, as well as the rules for convening and holding it, will be discussed in this article.

Legislation on shareholders' meetings. Competence of the general meeting

The General Meeting of Shareholders (GMS) is a body that allows shareholders to exercise their right to participate in the management of the corporation. Every year the company is required to conduct an annual (regular) general meeting. Meetings in addition to the regular ones are extraordinary and are held to resolve individual issues that cannot be postponed until the annual General Meeting.

The conduct of the General Assembly is subject to a mandatory, strictly formalized procedure, which is regulated by:

• Law “On Joint Stock Companies” dated December 26, 1995 (as amended on April 23, 2018) No. 208-FZ (hereinafter referred to as the JSC Law);

“Regulations on general meetings of shareholders”, approved. Bank of Russia November 16, 2018 No. 660-P (hereinafter referred to as Regulation No. 660-P).

The competence of the general meeting of shareholders of any corporation is determined by the charter, taking into account the requirements of the law, including the presence (absence) of publicity. In general, the annual General Meeting sums up the results of the corporation’s work over the past year and adopts key corporate solutions, such as (paragraph 3, paragraph 1, article 47 and subparagraph 11, 11.1, paragraph 1, article 48 of the law on joint-stock companies):

• staffing the board of directors (supervisory board), audit commission (auditor);
• adoption of annual financial statements;
• funding of income, including for the payment of dividends, etc.

Powers of the body organizing the GMS

As a rule, the board of directors/supervisory board deals with the organization of the GSM in a JSC (subclauses 2, 3, 4 of Article 65 of the JSC Law). If this body is not formed in the company, and also if the number of shareholders in it is less than 50, the powers related to the General Meeting of Shareholders are vested in the body specified in the charter (Clause 1, Article 64 of the JSC Law).

The legislator has identified issues that need to be resolved during preparation for the event:

• The form of its conduct is the joint presence of participants or absentee voting (Article 50 of the JSC Law). Absentee voting is used for extraordinary meetings at which issues that are not included in the exclusive competence of the annual General Assembly are discussed (clause 2 of Article 50). It is also possible to conduct events in person or in absentia (clause 105 of the resolution of the Plenum of the Armed Forces of the Russian Federation “On the application by courts...” of June 23, 2015 No. 25);
• where, when and what time the event will take place (article - “New clarifications of the Central Bank of the Russian Federation on the place and time of the general meeting of shareholders”);
• notifying participants about the upcoming event;
• content of the agenda, taking into account shareholder proposals (Article 53 of the JSC Law, see below for more details);
• the contents of the voting ballot, if voting by ballot is planned;
• other issues specified in paragraph 1 of Art. 54 of the JSC Law.

It is advisable to specify all the nuances of holding a general meeting, both annual and extraordinary, in an internal document of the company.

Participation of shareholders in the preparation of the annual General Meeting of Shareholders

Based on the provisions of paragraph 1 of Art. 53 of the Law on JSC, when developing the agenda, the organizer of the annual meeting of shareholders must consider and take into account proposals from shareholders owning at least 2% of the company’s voting shares. These persons have the right to offer:

• questions for discussion at the meeting;
• candidates for the company's management bodies.

The legislator has established the requirements that a shareholder(s) must fulfill in order to exercise this right:

• it is necessary to clearly formulate each question introduced, and when nominating a candidate, provide data about him listed in the charter (internal document) of the company, and his written permission to nominate (clause 2.18 of Regulation No. 660-P);
• the document must contain information about the applicant (name, title) and the shares he owns (quantity, category), and also be certified by his signature;
• 30 days are allotted for making a proposal after the end of the reporting year; a different period may be specified in the company’s charter (Clause 1, Article 53 of the JSC Law).

Documents received from shareholders are discussed within 5 days. Board of Directors(other authorized body) in a number of cases, an exhaustive list of which is set out in paragraph 5 of Art. 53 of the JSC Law, may reject the shareholder’s proposal. A reasoned refusal is sent to the latter no later than 3 days from the date of its acceptance (clause 6 of Article 53). Such a decision can be appealed in court (paragraph 2, paragraph 6, article 53).

Notification of shareholders about the meeting

The legislator has established the need for advance notice of the annual general meeting of shareholders. According to paragraph 1 of Art. 52 of the JSC Law, this should be done 20 days before the event or:

• 30 days in advance if it is planned to discuss the issue of reorganization of the company;
• 50 days in case it is planned to discuss a merger, division, spin-off of a joint stock company or election of a board of directors.

Information about the upcoming event is sent to each addressee by registered mail or delivered personally against signature. The company's charter may provide for other forms of notification to interested parties (clause 1.2 of Article 52 of the JSC Law).

In paragraph 2 of Art. 52 of the JSC Law lists information that must be included in the notification, including an indication of the place and procedure for preliminary familiarization with documents related to issues planned for discussion at the meeting (clause 3 of Article 52). These provisions are mandatory in nature.

Violations related to informing shareholders may serve as a basis for judicial recognition of decisions of the General Assembly as invalid (clause 24 of the resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation “On some ...” dated November 18, 2003 (as amended on May 16, 2014) No. 19).

Procedure for holding a general meeting of shareholders

The next general general meeting is held within the time frame specified by the company’s charter, but no earlier than 2 and no later than 6 months after the end of the financial year (Clause 1, Article 47 of the JSC Law). The location and time of the event must be as specified in the notice communicated to all participants.

Registration of participants is carried out by the counting commission, or the registrar, or another person vested with the appropriate powers (clause 1 of article 56 of the law on joint-stock companies). The General Meeting will have a quorum if it was attended by shareholders owning at least half of the votes of the company's outstanding voting shares (Clause 1, Article 58 of the JSC Law).

The event opens when the number of registered persons allows a decision to be made on at least one of the agenda items (clause 4.12 of regulation No. 660-P).

According to the general rule, the GMS is headed by the chairman of the board of directors (Clause 2, Article 67 of the JSC Law). The secretary of the meeting keeps minutes, recording all the main points of the event (clause 4.32 of regulation No. 660-P).

Decisions are announced directly at the event and/or brought to the attention of shareholders in a report on voting results. The event closes after the decisions are announced or after the time necessary to take into account opinions on the issues discussed has expired.

IMPORTANT! Resolutions of the General Meeting of Shareholders adopted in violation of the procedure for their adoption, including violation of the powers of the general meeting of shareholders, are void (Clause 10, Article 49 of the JSC Law).

OCA Protocol

The following are attached to the protocol:

• protocol on voting results, signed by authorized persons (clause 4.34 of regulation No. 660-P);
• documents that were adopted or approved at the meeting.

The OCA protocol is prepared in 2 copies within 3 working days after the end of the event. The document must be certified by the signature of the chairman and secretary of the meeting (clause 1, article 63 of the law on joint-stock companies).

Extraordinary General Assembly

The specifics of organizing an extraordinary meeting of shareholders are set out in Art. 55 of the JSC Law. The initiators of the meeting may be the entities specified in paragraph 1 of this article, including shareholders holding at least 10% of the company’s voting shares.

The requirement to convene an extraordinary General Meeting must have a clear formulation of each issue introduced. It may contain formulated decisions on the stated points and proposals on the form of holding the meeting. The document emanating from the shareholders must also indicate the full name (name) of the shareholder and information about the shares (category, quantity), and their signatures.

The authorized body organizes an extraordinary event, for which it is given 40 days from the submission of the request. If the question is raised about electing members of the board of directors, this period is increased to 75 days.

As established in paragraph 6 of the above article, 5 days are given from the date of filing the request to make a decision on convening (refusing to convene) an extraordinary general meeting. The grounds for refusal are established in the same paragraph. Failure to make a timely decision to hold a General Meeting or a refusal to conduct one allows the company to be forced by court to hold an extraordinary General Meeting.

Thus, detailed regulation of actions to determine the powers, the procedure for convening and the procedure for holding a meeting of shareholders makes it possible to ensure compliance with the requirements of the law and the rights of shareholders.

Lecture 9. MANAGEMENT IN A JOINT STOCK COMPANY

The legislation provides for three levels of management bodies of a joint stock company:

1.general meeting of shareholders,

2.board of directors (supervisory board),

3. the executive body of the joint-stock company (either collegial - board, directorate, or sole - director or general director).

In addition, an audit commission is created that performs control functions and interacts with the above-mentioned management bodies.

The highest governing body of a joint stock company is the general meeting of shareholders. A joint stock company is obliged to hold annual meetings of shareholders within the time limits established by the charter of the joint stock company, but no earlier than 2 and no later than 6 months after the end of the financial year. A joint stock company does not have the right to refuse to hold an annual general meeting or decide to convene an extraordinary meeting with the same agenda. The law provides a list of specific issues, the consideration of which is mandatory at the annual general meeting of shareholders:

1. election of the board of directors of the joint-stock company;

2. election of the audit commission (auditor of the joint-stock company);

H. approval of the auditor of the joint-stock company;

4. review of the annual report.

1. owners of ordinary shares;

2. owners of preferred shares, in established by law cases.

1. on the placement of shares through a closed subscription;

2. placement of shares through open subscription of ordinary shares constituting more than 25% of previously placed ordinary shares.

As a rule, the procedure for holding a general meeting is determined by the charter of the joint-stock company. At a general meeting of a joint stock company, only issues included in the agenda can be considered. Article 29 of the Law “On Joint Stock Companies” provides a specific list of issues on the agenda of the meeting, adopted only at the proposal of the board of directors:

1. reorganization of society

2. increase authorized capital society by increasing nominal value shares or by placement additional shares;

H. splitting and consolidation of shares;

4. approval decisions major transactions;

5. acquisition by the company of outstanding shares;

6. making decisions on participation in various associations and other associations commercial organizations;

7. approval of internal documents regulating the activities of the JSC.

If a shareholder does not agree with the decision of the general meeting, if he did not take part in the meeting or voted against and his rights were violated by the said decision, he can appeal this decision judicially. The court may leave the appealed decision in force if the vote of the shareholder could not influence the decision made.

The decision of the general meeting may be declared invalid in the following cases:

1. untimely notification or failure to notify shareholders of the date of the general meeting;

2. not providing the opportunity to familiarize yourself necessary materials on issues included in the agenda;

3. late provision of absentee voting ballots.

The General Meeting of Shareholders can be held in two forms:

1. in the form of direct presence of the company’s shareholders;

If a decision is made to hold a general meeting in the form of absentee voting, shareholders are sent by registered mail a voting ballot, which must contain:

1. full corporate name of the joint-stock company;

2. the deadline for accepting voting ballots;

3. the wording of each issue put to vote;

The date of sending voting ballots to shareholders must be no later than 30 days before the deadline for the company to accept ballots. When determining the voting results, only votes are counted on those issues for which only one of the possible voting options is left on the voting ballot. Together with voting ballots, draft amendments and additions to the charter of the joint-stock company or draft charters must be sent to the persons included in the list. new edition, if the agenda includes the issue of introducing such changes and additions to the charter.

Ballots signed by representatives of persons included in the voting list must be accompanied by powers of attorney or copies thereof.

Decisions of the general meeting of shareholders on each issue on its agenda, adopted by absentee voting, are considered valid if shareholders who collectively own at least 50% of voting shares participated in the voting on this issue

An extraordinary general meeting of shareholders is held by decision of the board of directors of the joint-stock company on its own initiative, on the initiative of the auditor or auditor of the company, as well as on the initiative of shareholders who own at least 10% of voting shares. Regardless of who put forward the initiative to hold an extraordinary general meeting, the decision to hold it is made by the board of directors. An extraordinary meeting at the request of owners of at least 10% of the shares must be held within 40 days from the date of presentation of the request for an extraordinary general meeting of shareholders, in the case when the issue of electing members of the board of directors is included on the agenda of the extraordinary meeting - within 50 days.

The results of the general meeting of shareholders are recorded in the minutes, which must be drawn up no later than 15 days after the closing of the general meeting. It is compiled in 2 copies. The minutes of the general meeting indicate:

1. place and time of the general meeting;

4. chairman and secretary of the meeting;

5. meeting agenda.

In addition, the minutes include the main provisions of the shareholders' speeches, the issues put to vote and the voting results on them.

A decision adopted by the general meeting of shareholders may be challenged in court. Violations of the law that may serve as grounds for satisfying such claims include: untimely notification (failure to notify) the shareholder of the date of the general meeting; failure to provide the shareholder with the opportunity to familiarize himself with the necessary information (materials) on issues included in the agenda of the meeting; untimely provision of voting ballots, etc. The claim to invalidate the decision of the general meeting is subject to satisfaction if the violations of the requirements of the law, other legal acts or the company's charter infringe on the rights and legitimate interests of the shareholder who voted against this decision or did not participate in the general meeting of shareholders.

At the same time, when resolving such disputes, the court has the right, taking into account all the circumstances of the case, to uphold the appealed decision if the vote of the shareholder could not influence the voting results, the violations committed are not significant, and the decision did not cause losses to the shareholder.

Paragraph 7 of Article 49 of the Law “On Joint Stock Companies” establishes a six-month period during which a shareholder can apply to the court to appeal the decision of the general meeting of shareholders, calculated from the day the shareholder learned or should have learned about the decision. In exceptional cases, when the court recognizes good reason missing the specified deadline by the shareholder - an individual due to circumstances related to his personality (serious illness, etc.), this period can be restored by the court in accordance with Article 205 of the Civil Code of the Russian Federation.

In cases where the parties involved in a dispute before the court refer to the decision of the general meeting of shareholders in support of their claims or objections to the claim, and the court has established that this decision was made in violation of the competence of the general meeting, in the absence of a quorum for holding the general meeting or making a decision or on issues not included in the agenda of the meeting, the court must, regardless of whether it was challenged by any of the shareholders or not, evaluate such a decision as having no legal force and resolve the dispute, guided by the rules of the law.

The meeting of shareholders is the highest governing body of the corporation. It is held annually within the time limits established by its charter (usually from March 1 to July 1) and has the right to consider any issue within its competence by law or charter:

• on determining the number of members and electing the board of directors (supervisory board), the audit commission (auditor), and approving the company’s auditor;
• on the reorganization and liquidation of the company, the appointment of a liquidation commission, approval of interim and final liquidation balance sheets;
• on introducing amendments and additions to the corporation’s charter or approving its new version;
• on determining the number, par value, category (type) of authorized shares and the rights granted by these shares;
• on changes in the amount of authorized capital;
• on the formation of the executive body of the corporation and the early termination of its powers;
• on approval of annual reports, annual financial statements, including profit and loss statements;
• on the distribution of profits (including payment of dividends;
• on determining the procedure for conducting the general meeting of shareholders;
• on the election of members of the counting commission and early termination of their powers;
• on approval of major transactions;
• on approval of internal documents regulating the activities of corporation bodies, etc.

Towards exceptional competence general meeting include:

• changing the charter of the company and its authorized capital;
• election of members of the board of directors (supervisory board), audit commission and early termination of their powers;
• formation of executive bodies of the company and early termination of their powers;
• approval of annual reports and balance sheets;
• decisions on reorganization or liquidation of the company.

Issues within the competence of the general meeting of shareholders cannot be delegated to the board of directors or the executive body for decision.

The General Meeting does not have the right to make decisions on issues not included in the agenda of the meeting, or to change the agenda.

Exist two forms of conducting general meeting:

• by co-presence;
• by correspondence survey.

• election of the board of directors (supervisory board);
• election of the audit commission;
• auditor approvals;
• approval of annual reports.

The right to determine the form of the meeting belongs to the board of directors, which prepares it.

In fact, meetings are held using a mixed model.

A notification about holding a general meeting of shareholders must be made no later than 20 days before the relevant date (if the issue of its reorganization is discussed, then 30).

The message must indicate: date, place, time, form of the meeting (meeting or absentee voting); his agenda; procedure for reviewing information.

Shareholders are required to be provided with the following information: annual financial statements, the conclusion of the auditor and the audit commission on the results of its audit, information about candidates for the board of directors, the audit commission and other bodies of the company, proposals of the board of directors on the distribution of profits and payment of dividends, draft documents proposed for approval by the meeting, a list of persons entitled to participate in the general meeting.

In the event of an upcoming reorganization of the company, shareholders are provided with a reasoned justification for the conditions and procedure for its implementation, as well as the necessary accounting documents.

Shareholders who collectively own at least 2 percent of voting shares have the right to put items on the agenda of the annual meeting and nominate candidates to the board of directors (supervisory board), executive body and other management positions.

In a corporation with more than one hundred shareholders - owners of voting shares, a counting commission is created, consisting of at least three people, the quantitative and personal composition of which is approved by the general meeting. It cannot include members of the board of directors (supervisory board), audit commission (auditor), executive body, as well as persons nominated as candidates for these positions.

The Counting Commission verifies the powers and registers persons participating in the general meeting of shareholders, determines its quorum, clarifies issues arising in connection with the exercise by shareholders (their representatives) of voting rights, ensures the established voting procedure and the rights of shareholders to participate in it, counts votes and sums up the results and draws up the appropriate protocol. In corporations with more than 500 shareholders, the counting commission is a permanent body.

The general meeting is chaired by the chairman of the board of directors or one of the initiators (if the meeting is extraordinary). The conduct of the general meeting must ensure freedom of shareholder rights. All procedures must be transparent.

An important item on the agenda of the annual general meeting is the corporation's annual report, the content of which is determined by a resolution of the Federal Commission for the Securities Market (FCSM) of Russia. Its main points are:

• assessment of the state of affairs in society and industry;
• a list of priority areas of the corporation’s activities and information about the results and prospects for its development in accordance with them;
• report on payments of previously declared dividends;
• assessment of risks associated with the corporation's activities;
• a list of major transactions completed during the reporting period;
• information on the company’s compliance with the recommendations of the code of corporate conduct.

The General Meeting of Shareholders is valid (has a quorum) if it was attended by shareholders who collectively own more than half of the votes of the outstanding voting shares, who registered to participate in it, and those whose ballots were received no later than two days before the date of its holding.

If there is no quorum, the meeting must be held again with the same agenda. and is considered eligible if it was attended by shareholders holding in aggregate at least 30 percent of the votes of the outstanding voting shares.

Shares owned by members of the board of directors (supervisory board) of the company or persons holding positions in the management bodies of the company cannot participate in voting when electing members of the audit commission (auditor) of the company.

Voting at the general meeting of shareholders is carried out according to the principle of “one voting share of the company - one vote” (majority system), with the exception of cumulative voting using ballots.

The cumulative voting system (the number of votes is equal to the product of the number of shares by the number of issues on the agenda or by the number of persons who should be elected to the board of directors) allows you to distribute votes according to your discretion (cast the votes received in this way for one candidate, or distribute them among at your own discretion). Such a system ensures a more democratic exercise of the rights of small shareholders (it is easier to elect their representatives), and, as a rule, is used in the election of the board of directors.

A qualified majority (75%) at the general meeting makes decisions on the following issues:

• making changes and additions to the charter;
• reorganization of society;
• liquidation of the company;
• definition size limit announced shares; -completion of major transactions related to the acquisition or alienation of property.

A majority at a general meeting can be achieved through voting blocs and through proxies received from small holders.

During the meeting, violations may occur, in particular:

• obstructing the implementation of this event;
• preventing a specific person or group of persons from participating in it;
• recognition of it as a whole as invalid or of individual decisions adopted at the meeting.

Recognizing the general meeting as invalid can have serious consequences, especially if it was related to the choice of the board of directors (invalid personnel decisions and concluded transactions, issue of securities).

Let us consider in more detail the issues related to the activities of the General Meeting of Shareholders as the supreme governing body of the joint-stock company. This is important primarily because the General Meeting provides the only opportunity for an ordinary shareholder to influence the policies 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, by law, charter or decisions of the meeting itself, fall within the exclusive competence of other management bodies of the company.

The General Meeting does not represent the affairs of the company, but limits its activities to approving decisions on them.

The 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 Management 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 regulations company documents regulating the relationship between shareholders and management bodies of the company.

Let us 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 votes cast.

Proposals to supplement or amend the regulations are made by shareholders in the manner established for any other proposals from shareholders of the company on agenda items.

If the procedure for convening and holding a Meeting of Shareholders in the company is not established, shareholders must 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 this or that requirement, unless the latter contradicts the charter.

Of course, all this can lead to unforeseen conflicts, in which, most often, neither the company’s management bodies nor the shareholders themselves are interested.

Issues falling within the exclusive competence of the General Meeting of Shareholders are determined by the provisions of 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 look at these questions in more detail.

The meeting decides to make changes and additions to the company's charter.

Let us remind you 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 this they acquire legal force. If government agency refuses to register the changes made; shareholders and society 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, with the exception of cases of redemption of shares on the company's balance sheet.

Further, only with the consent of the General Meeting of Shareholders can a decision 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, must decide on the acquisition by the company of shares issued by it and approve the decision of the Board of Directors to grant officers and employees of the company the right to buy a certain number of shares on preferential terms (option).

It is exclusively within the competence of the General Meeting to elect members of the Board of Directors, as well as to determine the scope and procedure of their activities, which, for example, can be recorded 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 quantitative composition of the Board of Directors, which is established by a separate provision of the company's charter. By resolution, the meeting may increase the number of directors serving on the Board from the existing number and elect additional directors to perform certain functions.

From among the elected members of the Board of Directors, the meeting appoints General Director society.

The General Meeting elects members of the Audit Commission; determines the scope and procedure of their activities, approves the Regulations on the Audit Commission of the company (if provided for); sets the amount of remuneration for them. The General Meeting has the right to request a report on the work of each member of the Audit Commission.

The meeting resolves the issue of holding members of the Board of Directors and

The board and officials of the company administration in the manner established by law.

By monitoring the efficiency of the joint capital, the meeting reviews 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 is to review and approve. creating an estimate for spending profits and an action plan! for the coming year and the procedure for concluding transactions with the assets of the company. 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 up to what amount the Board can spend funds in excess of the estimated purpose in urgent cases, with the Board being jointly and severally liable to the General Meeting for the need and consequences of this expense.

It establishes the procedure for distributing profits and covering losses, satisfying claims of creditors.

If necessary, the General Meeting may pass

this decision to conduct unscheduled audits of financial

financial and economic activities of the company,

The General Meeting is competent to appoint and

the call of the company's independent external auditor; Oprah

division of the scope and order of its activities and remuneration

birth.

The general meeting approves the final size

new dividend paid per share.

In principle, the powers of the General Meeting include the approval of transactions and other actions entailing the emergence of 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 make a decision on the pledge, lease, sale, exchange or other alienation of the company’s real estate or any other property, the composition of which is determined constituent documents company, 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.

Limits on the size of approved transactions are determined by the provisions of the company's charter. In principle, shareholders may decide to change the specified percentages. However, we remind you that this is only possible if changes are made to the company’s charter at the same time.

Internal approval issues regulatory documents companies, 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 Administration Officials; Regulations on the Audit Commission; Regulations on securities are also within the competence of the shareholders' meeting.

The exclusive competence of the General Meeting includes making 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 merger, accession, transformation (reorganization) of a company into an enterprise of a different organizational and legal form.

Let us clarify that the Privatization Program provides that joint stock companies open type cannot be transformed into closed joint stock companies or limited liability partnerships;

on participation in holding companies, enterprise associations and financial and industrial groups;

on the liquidation of the company, the creation of a liquidation commission and 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 some of the issues within its competence to the jurisdiction of the Board of Directors and the Management Board of the company, except for issues falling within the exclusive competence of the General Meeting of Shareholders.

An important point What requires special consideration is the procedure for convening and organizing the 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, according to the provisions of the charter, can 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

niy). All meetings other than the annual meeting are held through

extraordinary (extraordinary).

An 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 reviewed and approved; the company's activity plan for the coming year; report of the Board of Directors.

If necessary, the report of the Audit Commission must be heard.

A balance sheet is one of the forms of accounting reporting that reflects the status, placement, use and sources of a company’s funds, containing complete, detailed information about the resources used by the company. On the left side of the balance sheet (asset) a grouping of resources is given, reflecting their economic content, location, and use; provides information on fixed assets, stocks of materials, fuel, the size of work in progress, finished products, goods, balances Money in cash and on the current account, accounts receivable - debts 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 contributions to social insurance, other enterprises for material assets received from them, etc. Shown in the passive own funds companies (authorized capital, profit, various funds). The assets and liabilities reflect the same resources, although from different positions, so the results of the active and passive parts of the balance sheet must necessarily coincide.

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 month, quarter, and year.

The company's annual balance sheet may 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

Your inspectorate appoints an external auditor to audit financial condition society at her expense.

The form and procedure for drawing up and presenting the annual report of a joint stock company are determined by the Ministry of Finance of the Russian Federation. 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

additional responsibilities for loans, payments to the budget,

loans from banks and other creditors);

Information on the amount of 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 positions they hold currently and over the past 5 years, including 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 prepared by the Board of Directors and confirmed by an external auditor or the Audit Commission of the company.

After approval by the meeting of shareholders, it is submitted to the financial authority carrying out the state registration 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 commentary

ev and explanations for the submitted 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 must be presented.

2. The amount of dividends paid per ordinary share is approved.

The amount of the final dividend per ordinary share is determined by the General Meeting upon proposal of the Board of Directors. In this case, the final dividend amount cannot exceed

3. An external auditor is appointed, or the 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 must be checked by an external auditor or, if one is absent, by the Audit Commission.

An auditor is a specialized company or specialist with an appropriate license who, 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 expenses! But the income of shareholders from funds invested in shares directly depends on the company’s expenses.

Since at the moment the legislation

in the Russian Federation does not require joint stock companies to

conduct external audits in a thorough manner,

some companies by decision of the General Meeting

transfer the powers of the auditor to the Audit Office

commission, which, if necessary, can

attract specialists to conduct an audit economic activity society.

In this case, the Board of Directors is given the right, if necessary (for example, if, as a result of changes in legislation, an external audit becomes a mandatory operation) to invite an external auditor of its choice, determine the scope of its activities and the amount of remuneration based on its decision, but with 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 are approved.

Before submitting the above issues for discussion to the General Meeting of Shareholders, they must be considered at meetings of the Management Board, Board of Directors and 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 familiarize himself 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 provided that these documents will be open for review by shareholders at the Management Board premises within a certain period of time before the meeting, as stated in the notice convening the meeting.

If the request to convene a meeting comes from:

majority of members of the Board of Directors;

shareholders or representatives of shareholders owning at least 10% (or other amount specified in the company's charter) of the company's ordinary shares;

Audit Commission;

General Director;

it is authorized, i.e. The board of directors is obliged to convene an extraordinary general meeting.

In principle, any shareholder can submit a proposal to convene an extraordinary meeting. However, if the request is not authoritative, the Board of Directors has the right to determine the advisability of convening such a meeting.

Control over the fulfillment of the conditions of the authorized requirement to convene a meeting may be entrusted to

to the secretary of the Board of Directors and the Audit Commission.

The requirement to convene a meeting is carried out by submitting a personal written application in the manner established by the regulatory documents of the company.

The application must contain: an expressed desire to convene a meeting; the purpose of the meeting; the exact formulation of the issues and draft decisions submitted to it. The statement may indicate the desired procedure for notifying shareholders entitled to notification of the General Meeting of Shareholders about this requirement. Otherwise, notification will be made in the form selected by the Board of Directors.

For example, shareholders may request that a copy of their request be sent along with the notice of convening a special meeting.

The board of directors of the company at its meeting has the right to consider the issues set out in such a requirement and form its own point of view on the issues raised in the requirement, informing the General Meeting of Shareholders about it.

If a proxy request is submitted, the Board of Directors must decide on the date, time and place of holding an 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 correspond to that set out in the submitted request. The Board of Directors cannot change or exclude items from the meeting agenda. Moreover, issues and draft resolutions submitted to the meeting must be included in the agenda of the emergency 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 an emergency meeting convened in accordance with the submitted authorized request may, by decision of the Board of Directors, be expanded with additional issues.

If a decision to hold an extraordinary meeting is not made within 20 days, 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 for discussion of which at the General Meeting is prescribed by the provisions of the charter;

additional issues proposed for discussion at the meeting in the received applications.

Mandatory issues are, firstly, issues that are subject to regular discussion at meetings (according to plan):

approval of the results of the past financial year, the amount of dividends per ordinary share and the company’s activity 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; approval of 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 may 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 provided for by the regulations 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 Management Board in excess of the cost estimate determined by the General Meeting;

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

meeting to consider one issue, but, as a good owner (after all, preparing and holding a meeting requires large financial costs), to include this specific issue on the agenda of the next regular meeting.

The charter usually does not establish the procedure and procedure for making proposals on agenda items. Let us clarify once again that this does not mean a requirement to convene a meeting, but rather the proposal of an additional issue 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 an issue he proposes be included in the agenda of the General Meeting of Shareholders. The possibility of developing a conflict situation 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 the 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 regarding the requirement to convene an extraordinary meeting, it follows that shareholders owning in the aggregate at least 10% (or other amount specified in the charter) of the company’s ordinary shares are the majority of the members of the Board of Directors; The General Director and the Audit Commission can convene a meeting to consider only one specific issue, and therefore, they have the unconditional right to submit the issues they propose for discussion at the General Meeting of Shareholders as additional ones.

Thus, the issues they propose are authoritative and must be considered at the General Meeting of Shareholders, i.e. The board of directors has no right not to include them in the agenda of the meeting, but can only discuss it and make its decision on it. In this case, there are rules governing the procedure for considering the requirements for convening a meeting, 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 legislatively established norms, but does not determine the further fate of the issue being introduced, namely, it is not clear what issues can be supplemented with the agenda, who makes the decision on their inclusion, etc. .d.

To eliminate multiple interpretations and misunderstandings that are undesirable for both society and shareholders, a number of companies’ internal regulatory documents introduce appropriate provisions establishing the timing and procedure for introducing and considering additional issues. They install:

who can make proposals on issues on the meeting agenda;

what percentage of the company’s ordinary shares must be owned by shareholders in order for their issue to be included on the agenda of the meeting;

within what time period must an application be submitted in order for the proposed issues to be included on the agenda of the next meeting;

what is the procedure for considering issues that were proposed within a time frame that goes beyond the time limits 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 convening of a meeting, its agenda cannot be changed or supplemented. Therefore, upon receipt of a proxy proposal, the Board of Directors may decide to consider the proposed issues at the next Meeting without fail, unless the person submitting it requests the convening of an extraordinary meeting.

If a decision is made to include an additional issue on the agenda of the meeting, and notices of convening the meeting have already been sent out, the company must notify each of its shareholders about the change made to the agenda using an additional notice and/or a copy of the received application, if required by the shareholders who submitted it .

Applications proposing issues on the agenda of the General Meeting are drawn up in the same way as an application requesting the convening of an emergency meeting. It should set out in detail the proposed issues and draft resolutions on them, and may also contain:

Justification for making the proposal;

The specified date of the meeting at which the issues are raised, if known;

The desired form of notification to the shareholder about the decision made when considering the application by the Board of Directors.

If this statement is authorized, then it may contain an indication of the procedure for notifying shareholders entitled to receive notice of the meeting about this requirement; otherwise, notice will be given in the form selected by the Board of Directors. At the request of shareholders, a copy of the demand statement must be attached to the notice of the meeting sent out.

The procedure for submitting proposals and demands on issues of the agenda and convening of the General Meeting of Shareholders may be regulated by the company's regulatory documents. In any case, it is necessary to draw up a written application addressed to the Board of Directors, be sure to set out the exact wording of the proposed issues and proposed draft resolutions, and register it with the secretariat or other body authorized to work with shareholders (this may be the company’s securities department or the office ). The procedure for submitting applications is regulated by the relevant clauses of the company's regulatory documents.

Proposed issues must be included on the agenda of the meeting by 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, as determined by the regulatory documents of the company.

The issue is included on the agenda in the wording set out in the authorization request. In case of reformulation, the applicant's written consent to change it is required. Reformulation of the question is possible only by summarizing statements from different shareholders, which propose 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 present its conclusion on it.

The conclusion of the 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. .

Shareholders are notified of the decision of the Board of Directors on proposed issues, as well as the conclusion of the Management Board on them, according to their application in writing or orally by the Secretary of the Board of Directors.

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 based on a decision in writing. For each issue discussed at the meeting, a decision is made, which is documented in writing and submitted for voting to the General Meeting of Shareholders.

Draft decisions drawn up in writing and approved at a meeting of the Board of Directors subsequently constitute 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 the issues to be raised and the appointed date, time and place of the meeting, which each shareholder has the right to familiarize themselves with immediately after receiving notice of the meeting.

Shareholders who submitted an authorized request have the right to control its implementation, and if within 20 days the corresponding decision to hold an extraordinary meeting is not made, the shareholders who submitted the request have the right to convene the meeting themselves.

If the regulatory documents approved by the General Meeting do not regulate the procedure for convening a meeting by shareholders, shareholders may adhere to the following procedure.

If the Board of Directors does not convene a meeting by the deadline regulated by the charter, i.e. If shareholders have not received notice of an annual or extraordinary meeting, any group of shareholders has the right to submit an application to the Board of Directors with a requirement to make an appropriate decision within five days.

If the Board of Directors does not take appropriate action, interested shareholders have the right to call a meeting on their own behalf. To do this, they hold a meeting at which the committee decides on holding the meeting. Personal composition the organizing committee is registered with the society. 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,

Number of the application-demand on which no decision has been made;

An expressed requirement to hold a meeting, register the Organizing Committee and provide the latter with all rights to convene a meeting;

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 a document confirming the authority of the Organizing Committee to carry out the actions necessary to convene the meeting.

The Management Board is obliged to provide everything necessary, including documents and materials, a place for holding such a meeting, and send out to all shareholders a notice of the meeting, drawn up in the form proposed by the Organizing Committee, with a detailed statement of the situation in the company; issues to be discussed; possible solutions; time and place of the meeting.

In this case, all expenses for organizing the meeting are borne by the company. 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 the meeting at its own expense and demand reimbursement of material costs from the company, including through the court. Moreover, if the Management Board refuses to provide shareholders with the data from the register of shareholders necessary for distributing notice of the meeting, the persons who submitted the request have the right to demand the convening of a meeting through the court.

The resolution of organizational and technical issues of preparing and holding the General Meeting is entrusted 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 the responsibilities of each of its employees.

The secretariat is formed from the company's employees, 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 about 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 prepared; meeting room and everything necessary equipment; the transfer of documents related to the meeting to archives, etc. is ensured.

The activities of the Secretariat are controlled by the Audit Commission of the company.

If controversial issues arise, the chairman of the Board of Directors has the right to cast a decisive vote on the organization of the meeting.

The General Meeting of Shareholders is convened by advance written notification to the shareholders of the company.

Notification of the General Meeting of Shareholders can be carried out:

or by written registered notice to shareholders;

or by combining the two previous notification routes.

In the premises of the Board, as well as in any other premises of any building, structure or other facility of the company, an additional notice of a 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 determined by law.

The general meeting may decide to publish a notice of convening the meeting by publishing a corresponding announcement and information about the agenda in the press. The press organ and publication procedure 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 (wording of the issue to be discussed). When determining the procedure for such notification, the General Meeting may provide for the need for repeated publication, for example, one week after the first one.

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 publication is often provided in a small local newspaper that is not distributed throughout Russia. This, of course, can indirectly limit the rights of shareholders living far from the area where the company is located.

The announcement of convening a meeting must be made no later than 30 days, but not earlier than 60 days before the appointed date of the meeting.

oner of society. Therefore, the management bodies of the company have no reason to insist on replacing the 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. IN similar ad It will be quite difficult to include draft decisions on agenda items proposed by the Board of Directors. But it is these projects that are included in the ballots with the help of which voting will take place at the upcoming meeting.

Without familiarizing yourself with the solution options,

laid down by the Board of Directors, the shareholder will not be able to

for any reason the shareholder will not have

opportunity to appear in person at the meeting and he will decide

issue a power of attorney for representation to someone

to a third party, he will have no choice but

give him the right to personally choose the option

decisions, since a power of attorney indicating how

the shareholder will withdraw from the opportunity to influence

on the decision being made.

Therefore, in our opinion, it would be more beneficial for the shareholder if the company carried out the notification by sending it personally.

Shareholders must promptly report changes in their location (place of residence).

The Company is not liable if such a change was not notified and, as a result, the shareholder did not receive the sent notice.

In order to save money, the General Meeting may provide for a provision according to which written notice of the convening of a meeting can be issued to shareholders-employees of the company personally against receipt.

Each shareholder of the company who has paid all contributions on shares 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.

Notice of the meeting is free of charge. I A joint stock company has no right to demand payment for participation in a meeting.

Personal notices are prepared based on data from the register of shareholders. If necessary, the shareholder has the right to check whether the company really sent him the notice. Evidence of the sending of the notice is a mailing list containing the names and addresses of the shareholders to whom the notices were sent, and a post office stamp indicating that such notice was sent.

30 days before the meeting, the list of shareholders entitled to written notice of the meeting is 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 related to 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 included in the register of shareholders of the company within 30 days before the meeting and, therefore, to whom, according to legally established standards, a registered letter must be sent

given notice, have the right to participate in the meeting. However, this is fundamentally incorrect, since the right to participate in the management of the company is acquired by the shareholder as soon as the joint stock company is entered into the register of shareholders.

Therefore, unless otherwise expressly stated in the charter or the Rules of the General Meeting of Shareholders of the company, shareholders who purchased shares of the company or paid for them later than 30 days before the meeting also have the right to participate in the meeting and, therefore, must be notified about 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 notice is certified by the shareholder’s signature in a special journal. Such a mark is necessary in case of a conflict situation related to notification of the meeting.

The company does not bear any responsibility for the failure to receive or untimely receipt of a notice by a shareholder if there is evidence that the notice was sent to the shareholder (or received by him in the case of personal delivery) within the period regulated by the charter.

In this case, persons who, during the period before the appointed date of the meeting, lost the right of ownership of the company's shares for any reason, despite receiving a notice, are considered to have lost the right to participate in the meeting.

The notice must indicate:

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 premises in which it will take place with a detailed description of how to get there;

A detailed list of issues to be discussed at the meeting;

Time, place and registration procedure:

The last name, first name, patronymic or name of the shareholder may not be indicated in the notice of the meeting.

If there is an issue on the agenda about changing the authorized capital, each shareholder must be certified in writing that this change is necessary and equally fair. market value 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 taken away

changes in the authorized capital;

" - a draft amendment to the company's charter related to 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 under

letters for additionally issued shares.

The general meeting of shareholders may oblige the executive bodies of the company to report in a notice the main provisions of the rules of the meeting of shareholders: the deadlines for familiarization with the documents submitted for consideration, including the report of the Board of Directors, the annual balance sheet and the report for the previous financial year; on the procedure for submitting proposals on agenda items, including proposals for candidates to 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.

The letter may include a blank form of power of attorney addressed to the Board of Directors. If the shareholder agrees with the policy pursued by the Board and is satisfied with the company's performance, in our opinion, it seems appropriate for the shareholder to be assigned to represent him at the meeting by the Board of Directors.

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 the Board of Directors proposes, he can send the completed power of attorney form back to the company.

In a number of joint stock companies, along with notices, voting ballots are sent out, which the shareholder is invited to fill out and return 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 it opens up great opportunities for abuse and fraud.

Thus, a shareholder cannot propose any item for inclusion on the agenda, either before a meeting if its convening 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 solving any issue on the agenda of the announced meeting.

Proposals for candidates to governing bodies

If a shareholder, having familiarized himself with the agenda and the proposed draft decisions, does not agree with them in whole or in part or wishes to clarify them, he can draw up his proposal for the draft decisions on the agenda items in writing and submit it to the secretariat of the meeting in the usual manner. Unless otherwise specified in the company's regulatory documents, a new version of the decision must be voted on at the meeting, i.e. ballots must be prepared that take into account both the draft resolution of the Board of Directors and the shareholder who submitted the proposal.

In order to cut off unwanted delays in holding a meeting and complicate the voting procedure, the General Meeting may, by its decision (recorded 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) are automatically included in the ballot directors; shareholders owning in aggregate more than 10% of ordinary shares; members of the Audit Commission). Options for solutions proposed by persons who are not included in the given restriction are voted on if the General Meeting of Shareholders decides to do so.

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 the formation of vacancies, the shareholder may notify the Board of Directors in writing of his intention to nominate himself or another candidacy. Proposals for candidates for the election of members of the Board of Directors and for appointment to the post of 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 candidate’s signed consent to run.

Restrictions and conditions for the election of members of the Audit Commission are not provided for by law,

therefore, unless otherwise provided in the articles of association, the same procedure applies as for the election of members of the Board of Directors.

Election to elective governing bodies requires compliance with the restrictions established by the provisions of the company's charter. These are the following provisions:

A member of the Board of Directors can only be a shareholder who has the number of ordinary shares of the company specified in the charter, or his authorized representative.

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 executive director company and has not served as a member of the company’s Management Board over the past two years.

Directors with expiring terms 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 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, the meeting of shareholders may provide that only shareholders can nominate candidates to the Audit Commission.

Nomination of candidates and appointment to the position of General Director takes place in the manner established for the nomination and election of candidates to the Board of Directors. At the same time, the proposal statement must indicate that this candidacy is being nominated specifically for the position of General Director.

The newly elected Board of Directors also has the right to nominate a candidate for the post of General Director from among its members. In this case, the candidate is included on the ballot directly at the meeting.

All proposed candidates must be registered with the Secretariat of the Assembly.

The procedure and form for submitting applications and proposals for candidates are established by the internal regulatory documents of the company.

In any case, the application for the proposed candidacies and the candidate’s consent to run must be in writing.

They indicate: last name, first name, patronymic of the candidate; his date of birth and permanent residence (the city in which he lives), if this is provided for by the regulatory documents of the company; What post is he being nominated to?

If regulations of the company, restrictions are introduced for 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 the position he currently holds (for candidates for members of the Board of Directors) and over the past two years (for candidates as a member of the Audit Commission).

Persons whose position or occupation is incompatible, according to 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 undertaking to cease, if elected, the relevant activity.

Failure to comply with the established restrictions entails invalidation of the election of the relevant persons.

Shareholders may propose individual candidates or a list of candidates. The order in which candidates are placed is determined by the applicants themselves. If the situation requires it, it is necessary to indicate which post they are nominated for.

The Secretariat must register all incoming nominations. In case of refusal to register a candidate, applicants nominating a candidate must be informed in writing

married reasons for refusal. The only motive can be failure to comply with the norms established in society. Otherwise, shareholders have the right to appeal the actions of the secretariat to the Audit Commission, and if the latter refuses to resolve the conflict, go to court.

Based on 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 clear that a problem may arise associated with a large number of proposed candidates. Therefore, a procedure may be provided for limiting the final list of candidates submitted for voting at the General Meeting of Shareholders.

Let's consider possible options establishing restrictions that can be applied in society.

First of all, the limitation of participation in the Board of Directors is established by regulating in the company's charter the number of ordinary shares that a shareholder nominated for this post must own.

For example, the charter may provide that only a shareholder owning 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 must be held by shareholders 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 must be taken into account.

For example, the rules of the General Meeting may stipulate that in order to include a candidate on the final list, it is necessary that his candidacy be proposed by shareholders who collectively own at least 10% of ordinary shares. Then, if the number of the company’s Board of Directors is 5 people, the maximum

The maximum possible number of candidates under a given constraint is 10, i.e. 2 candidates for each vacant position.

Any interested person can, if desired, organize the collection of shareholder signatures for a specific candidate or for several candidates at once. For this purpose, signature sheets 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.

The person who collected the signatures is responsible for the accuracy of the collected signatures. This person certifies the signature sheet by indicating his last name, first name, patronymic, date of birth, address and passport details. No later than 7 days before the meeting established for submitting proposals for candidacies, signature sheets are submitted to the Secretariat in the usual manner.

In addition, it may be established that each group of persons entitled to nominate candidates may nominate no more than one candidate for each vacant seat, 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. Then both the Board of Directors and each group of shareholders representing in the aggregate at least 10% of ordinary shares have the right to nominate only one candidate for each vacant seat, i.e. they can nominate no more than 5 candidates.

There may be other ways to limit the final list of candidates.

In our opinion, a reasonable limitation on the number of candidates will simplify the voting procedure, but will violate the interests of the majority of shareholders.

Thus, the final list of candidates to be voted on at the meeting includes candidates who fall within the specified restrictions.

A candidate has the right to withdraw his candidacy at any time before the day of the meeting, and shareholders, by their decision, at any time before the day of the meeting, can cancel the nomination of any registrant.

the candidate they nominated. To do this, they must make a corresponding application to the Secretariat of the meeting.

Any shareholder can freely campaign for or against any candidate.

To finance the election campaign, candidates and persons nominating them use only their own funds and voluntary private donations. They can freely produce posters, leaflets and other printed propaganda materials. All printed materials must contain information about the persons responsible for their issue, and, at the request of shareholders, can be posted in any premises of any building or structure owned by the company, and be sent to 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 either be distributed 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 announcement of the convening of the meeting, any shareholder has the right to familiarize himself with information about the upcoming meeting:

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 agenda items;

draft solutions to these issues proposed by the Board of Directors, and all project options different from those proposed by the Board, if any 1 were received by 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; list of shareholders entitled to participate in the meeting;

drafts of all documents that will be voted on at the General Meeting of Shareholders (for example, various provisions; internal regulatory documents, etc.).

The list of shareholders of the company who have the right 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 owned) of all shareholders who own at least 5% of the total number of ordinary shares of the company.

The meeting has the right to decide to include in such a list information about all shareholders of the company.

A separate list of all members of the Board of Directors and the Management Board of the company is compiled, indicating all positions they hold currently and over the past 5 years, including 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 the 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 meeting participants is elected, consisting of at least three people, of whom at least one person must represent the group that requested the list be checked.

The information listed above must be available to any shareholder or his authorized representative.

Moreover, if any of the listed documents were not presented, shareholders have grounds to bring to the General Meeting the issue of delaying the meeting or to protest the decisions made at such a meeting. In this case, protests must be submitted in writing.

in the usual manner and are brought to the attention of all shareholders at the expense of the company.

Any shareholder may, at his request, receive a copy of documents put up for review in accordance with the relevant decisions of the General Meeting, for a fee pre-set by the Management Board, which includes the cost of technical preparation of copies of these documents. tf Copies of documents are issued upon oral request of the shareholder upon presentation of a passport, and for an authorized representative - a notarized power of attorney and passport.

Any third parties may attend the meeting only by proxy of the company's shareholders as their authorized representatives or by special invitation of the company's Board of Directors as experts. The decision to invite third parties to the meeting must be made in writing. The specific conditions of organizing 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 the meeting and thorough preparation of the meeting and voting and will not allow until the last moment to determine 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 point in time is appointed at which, according to the data of the register of shareholders of the company, the shareholders admitted to the meeting are determined. According to this provision, a shareholder or

his authorized representative has the right to participate in the meeting only if all settlements on the shares are settled before this “closing date for the list of shareholders.”

The “closing date of the list of shareholders” does not mean that the company stops making the necessary changes to the register of shareholders before the meeting is held, which, of course, can lead to the accumulation 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 set this date directly by its charter 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 must be indicated in the notice of the upcoming meeting.

This provision is certainly beneficial to the joint stock company, allowing it to thoroughly prepare for the meeting and the voting procedure, give appropriate notifications, 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 into the register 30 days before it. In this case, 30 days before the meeting 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 into 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 Presidential Decree “On measures to ensure the rights of shareholders” (dated October 27, 1993 No. 1769) establishes that

a joint stock company has three days to add a shareholder to 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 contradict 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 must do to prepare the meeting, including filling out ballots, etc. Therefore, it would be in the interests of shareholders to set a longer period, for example, to appoint “the closing date of the list of shareholders entitled to participate in the meeting”, 10 days before its convening.

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 ownership of shares at the General Meeting to their proxies (representatives).

Shareholders-legal entities have the right to participate and vote at the General Meeting only in the person of their representatives.

If one share is owned by several persons, the right to participate in General Meetings is granted to only 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 discussed in Section III books.

According to the power of attorney issued to the Board of Directors of the company, when deciding at a meeting this or that item on the agenda, a special vote will be used.

a member of the Board of Directors specifically appointed for this purpose in strict accordance with the decisions recorded in the minutes of the Board meeting.

As we have already discussed, to avoid possible complications in the event that a proxy is unable to attend the meeting, a shareholder can appoint several proxies. In this case, they are indicated in the order of reassignment.

For example, a shareholder entrusts the use of his votes at the General Meeting of Shareholders to A.A. Ivanov, and if the first cannot, to B.B. Petrov, and if Petrov is unable to participate in the meeting, to the Board of Directors of the company.

The legislation of the Russian Federation stipulates that a power of attorney issued to a shareholder’s representative to participate in the General Meeting must be notarized. However, a power of attorney issued to the Board of Directors of a company does not require notarization.

When drawing up a power of attorney, it is advisable to indicate how the representative should vote on announced issues on the agenda and how he should vote on issues not previously formulated in the notice of the meeting (for example, on candidates for the elected management bodies of the company, which may not be known at 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 I trust him to vote on my behalf and on my instructions on the agenda items as indicated below:

“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 business 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 meeting participants.

If the power of attorney is drawn up for a certain period and involves the transfer of rights to represent the interests of the shareholder during the period between meetings, it can be kept in the company, taken into account when compiling a list of participants in the meeting and its presentation is not required each time during this period.

The Meeting Secretariat checks the validity of the power of attorney and its validity period.

If the issued power of attorney is declared invalid or has expired, the proxy is not allowed to participate in the meeting. Moreover, if a shareholder does not appear at the meeting and does not issue a new power of attorney, he is considered not to participate in it.

Since a power of attorney can be revoked either expressly or indirectly, a shareholder's personal participation in a meeting automatically revokes the issued power of attorney.

If two or more powers of attorney have been issued for one share, then:

and remain in force;

bearer of a power of attorney issued earlier

above, has the right to represent only those shares that were not noted in the new power of attorney.

Shareholders need to 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 very name “meeting” and its attributes such as registration, discussion and voting.

Holding 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 a decision of the Board of Directors and must be brought to the attention of all participants in the meeting by providing each shareholder with the opportunity to get acquainted with it.

The procedure for conducting a meeting includes:

registration of meeting participants;

determining the presence of a quorum (approving the results of registration of meeting participants);

approval of regulations, if one has not been determined previously;

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 timing, place and procedure for registering meeting participants are established by a decision of the Board of Directors. Registration is carried out by the secretariat of the meeting, if this 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 does not require approval for this procedure.

Registration can begin:

on the day of the meeting 1-2 hours before the appointed time;

or another day (1-2 days before the meeting), which may be convenient for joint-stock companies with a large number of shareholders.

The dates and place of registration must be indicated in the notice of the upcoming meeting.

Registration ends 30 minutes after the start date of the meeting; if a meeting participant is late, he/she has legal grounds to require 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 society did not provide for preliminary

representation of powers of attorney, participant of his own

rania - the shareholder's representative presents it at

registration;

this is provided for by the rules of the General Meeting,

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 enter the meeting room and receive ballots, if they are intended to be received after the start of the meeting, or to confirm the right to participate in a repeat 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 issued on ready-made forms in the presence of a meeting participant.

A ballot may be issued both during and after registration, before voting;

3) confirm the fact of their receipt of their

signature in the registration log.

A shareholder who is unable to sign on his own has the right to use the help of another person, whose last name, first name and 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 specifying how his or her representative should vote, that shareholder's registered ballots may be filled out in advance. In this case, the authorized person receiving

them, only checks that they are filled out correctly. Such ballots are signed not only by the shareholder’s representative, but also by the registrar who filled out the ballot in accordance with the issued power of attorney.

The procedure for registering a proxy is quite complex 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 given personalized ballots for each shareholder who issued him a power of attorney; or one personal ballot is issued for the representative indicating the total number of votes that he represents.

If a shareholder issued a power of attorney, but came to the meeting in person, the power of attorney to participate in this meeting loses force, and the shareholder is registered for himself.

Moreover, if his representative appears at the registry. tion 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 under the proxy of that shareholder, in which case the proxy must re-register.

Each participant in the meeting is given information materials in accordance with the decision of the Board of Directors of the company.

Upon registration, each participant in the meeting can familiarize himself with information materials and documents on which voting will take place at the meeting: agenda, draft resolutions, changes made 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 should approve.

Any interested shareholder has the right to distribute materials prepared by him. Such materials are prepared at the expense of the shareholder himself and must contain an indication of who prepared them.

If any misunderstandings arise (for example, the presentation of a power of attorney by a representative of a shareholder after the established period, 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 at a predetermined place, usually at the location of the company.

The meeting is conducted in strict accordance with the announced agenda, i.e. Only issues about which shareholders were notified in the notice of the upcoming meeting can be resolved at the meeting.

Therefore, a 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 to include an additional option on the issue on the ballot

announced agenda.

Thus, if during the discussion of any issue on the agenda, solution options arise that differ from those proposed by the Board of Directors,

* ditch and a project already included in the ballot, 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, meeting participants must vote on the inclusion of a new draft decision on the 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 shares registered at the meeting.

The rules for holding the meeting are proposed by the Board of Directors and approved at the meeting.

If meeting participants have objections to the proposed regulations, the meeting may consider it article by article, taking into account specific wording proposed by shareholders. The version of the regulation article that has received large quantity votes than others.

If the agenda of the meeting includes an issue for which the procedure for consideration has not been established, the Board of Directors may adopt Temporary Regulations (Regulations) on the procedure for consideration of this issue, which is subsequently approved at the General Meeting of Shareholders in the manner discussed above.

working bodies

First of all, we would like to remind you that voting at the General Meeting of Shareholders is a rather complicated procedure, since it takes into account not the number of meeting participants, but the number of ordinary shares that they represent. Therefore, resolving any spontaneously arising issues for which it is impossible to prepare ballots in advance is unrealistic, and voting by show of hands is unlawful.

As a result, the procedure for holding a meeting is structured taking into account the prevention of the emergence of additional issues, therefore, all problems that are certain to arise at a meeting are usually resolved by regulating these items in the company’s regulatory documents. Some of these points are provided for by the legislation of the Russian Federation. Such issues include the problem of the working bodies of the assembly.

chairman

The chairman of the meeting is the Chairman

meeting of the Board of Directors or his deputy.

In case of their absence, one of the directors elected by the members of the Board of Directors presides. If the directors are absent or refuse to chair, the meeting, upon nomination by the company secretary, 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 his

early in strict accordance with the announced agenda.

The Chairman may appoint the moderator of the meeting from among the members of the Board of Directors if there are no objections from the meeting participants. The chairman (conductor 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 another shareholder appointed by the chairman of the meeting.

The approval of the chairman and secretary of the meeting is not required, since these responsibilities 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 committee); counting commission; presidium, and the chairman of the counting commission is also approved.

Unless otherwise provided in the internal regulatory documents of the company, the composition of the working bodies is approved without voting, unless there are challenges from the meeting participants. If there is a challenge, a personal vote must be organized on all proposed candidates. It is possible to add or reduce the list by individual candidates by a simple majority of votes of those present at the meeting.

However, the rules 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, in this case, at the request of shareholders, other persons may be elected to the presidium by a simple majority of 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 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 can be performed by one of the directors of the company, whose candidacy is proposed by the Board of Directors, or he can be elected from 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, counting shareholder votes is not just counting ballots; in this case, the number of ordinary shares of the company indicated in the bulletin is taken into account. To ensure that the counting of votes is not delayed, the secretariat of the meeting is developing tactics for carrying out such a procedure, which requires special training of the people included in the counting commission. It is obvious that 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 the General Meeting may provide for the possibility of representatives from shareholders being present during the opening of ballot boxes, counting ballots and drawing up voting protocols, who, if any violations or deviations from the approved voting procedure are detected, 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 will be in the interests of shareholders to send their representatives as observers during the counting of votes.

To ensure that the management bodies are not able to deny the shareholder his right to participate or have his representative in the working bodies of the meeting, we recommend submitting proposals on draft items on the agenda of the meeting in secret within the time limit regulated by the General Meeting of Shareholders.

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 itself will decide whether to include the proposed person in one or another working body of the meeting. In such an application you must indicate: - last name, first name, patronymic of the candidate;

His passport details;

How many ordinary shares will he represent at the meeting?

The application procedure is similar to that used for filing applications for candidates for elected bodies with the desirable submission of signature sheets with the signatures of all persons nominating the candidate.

After the time allocated for registration has expired, its results are summed up. The results of registration of meeting participants are documented in minutes, which are presented to the General Meeting of Shareholders and are considered approved if there are no objections from the meeting participants.

Quorum at the meeting is ensured by the presence of

participation on it of shareholders or their authorized representatives

holders holding in aggregate at least

50% of the company's ordinary shares.

For example, if in a joint stock company the number x of ordinary shares is 1000, then the quorum will be 500 shares.

When calculating a quorum, the accepted rules apply

rounding, according to which, with an odd number,

of its registered shares in the company when the

50% is a fraction when calculating quorum

One is added to the whole number of the fraction.

Thus, if a company is registered 501

share, quorum at the meeting will be ensured by the presence of the owners of 251 shares.

If a quorum exists 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 a quorum is not met, the meeting begins

"is delayed for 30 minutes. 30 minutes after

By the appointed date, registration is considered completed and its final results are summed up.

results of registration

If the final quorum is not met:

meeting convened at the request of the shareholder

ditch, blossoming. Convening a repeated meeting of the

is carried out in accordance with the established procedure, which provides for mandatory re-submission of the claim to the Board of Directors;

a meeting called by the directors shall be adjourned for such period as may be determined by the presiding officer.

repeated In this case, a repeated meeting can be held

the meeting is scheduled no earlier than 15 days later, but no later than

Res 30 days from the date of the first meeting.

Notice of convening a repeated General Meeting must be sent out no later than 4 working days moment of the failed meeting in compliance with all agreed 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 set, determined by the regulatory documents of the company.

A repeated meeting is considered valid for any number of shareholders present (their

representatives). To make a decision, the number of votes belonging to the shareholders present at the meeting is taken as a basis.

This point, which has a legislative basis

justification, can be used by the administration

companies to resolve issues in their favor,

especially in societies where, due to professional

responsibilities shareholders do not have the opportunity to

over a long period of time to arrive at

meeting (for example, they are in a long

business trip),

The authorized meeting may decide to suspend it for a period of no more than 30 days.

If the date for the continuation of the meeting was set at an adjourned meeting, no further notice of the reconvening meeting is required. At the resumed meeting, only issues on the original agenda can be resolved, and only shareholders who had the right to participate in the suspended meeting can attend it.

shareholders meeting

The number of votes owned by a shareholder is calculated based on data from the register of shareholders based on the ratio: one ordinary share gives its owner one vote at the General Meeting of Shareholders.

Owners of preferred shares also have the right to attend the meeting, but only with the right of an advisory vote, except for cases provided for by the company's charter or in the prospectus for the issue of these shares.

Members of the Board of Directors, Management Board, Audit and Liquidation Commissions do not have the right to vote either personally or by proxy of other shareholders when resolving issues relating to:

bringing them to official responsibility or releasing them from it;

removal from office;

as well as in the case of resolving issues regarding 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

valuing their remuneration and approving the reports signed by them.

In case of resolution of issues on the conclusion of AGREEMENTS by the company with a shareholder who owns at least 5% of the company's ordinary shares, this shareholder does not have the right to vote at the meeting, either in person 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 - 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. In this case, 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 a power of attorney to him.

Ballots must be printed in Russian, and in republics, autonomous regions and districts - also in the appropriate languages. Moreover, each bulletin must contain text in each language used.

The ballot must contain some kind of mark of the society in order to prevent the possibility of forgery.

For example, a stamp is placed on the back of ballots

company and/or signature of persons authorized to do so by the Board of Directors.

Let's consider the possible forms of ballots.

For each item on the agenda, a separate bulletin can be prepared, which formulates a draft proposed decision on the issue under discussion.

The number of ballots in this case must correspond to the number of issues on the agenda.

On the other hand, all formulated agenda items in the order of their consideration at the General Meeting can be included in one ballot.

For example, it may be provided that opposite each question there are two squares corresponding to the voting options "for" and "against".

The ballot must indicate the total number of votes available to the shareholder.

Since the legislation of the Russian Federation stipulates that voting on agenda items is carried out using registered ballots, holding a closed, “secret” vote at the general meeting of shareholders is impossible.

However, the experience of holding meetings at privatized enterprises shows that some managers use the registered ballots at their disposal 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 foreign

refugee companies shows that closed voting can be successfully used when choosing the General Director, members of the Board of Directors and the Audit Commission.

Therefore, in our opinion, the meeting can make a decision to hold a closed vote for personal elections and reflect its decision in the regulatory documents of the company (Regulations 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 that arise during the meeting and related to the announced agenda, without taking into account the number of votes belonging to one shareholder, i.e. e. by simply raising the hands of meeting participants. However, such a procedure necessarily implies that if any of the meeting participants with voting rights object and demand a vote in accordance with the number of shares, the vote must be carried out using ballots. The chairman of the meeting is not

has the right not to 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 possible 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 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 participant in the meeting was indicated in large print. In this case, the counting commission counted the votes according to the raised signs.

However, with such a procedure there is a large

probability for possible random and

deliberate mistakes that are impossible later

to correct. In addition, the position is not ensured

using personalized ballots. All this, to our

view, infringes on the rights of shareholders.

procedural issues and on issues that may arise during discussion a large number of additions and amendments requiring individual voting, pre-issued ballots for additional voting were used that did not contain the wording of the question, which allowed the meeting to be held quickly without violating the rights of shareholders.

The voting procedure is determined by the Board of Directors of the company. The voting dates are set by the meeting. Voting can be carried out either directly after discussing each specific issue on the agenda, or on a number of issues at once.

Participants of the meeting who do not have the opportunity to fill out a ballot on their own have the right to invite any person to do this, except the secretary of the Board of Directors, members of the counting commission and observers.

The ballot is filled out in accordance with the rules contained in it. The orders of the chairman of the counting commission, who monitors order during voting, are binding on all those present.

Invalid ballots usually include those that:

have corrections in the answers that are not confirmed by the shareholder’s signature or the inscription “Believe the corrected”;

differ from the officially manufactured sample;

are not provided with a seal or appropriate signatures;

by which it is impossible to establish the will of a meeting participant, i.e. those in which the mark in the ballot either does not allow determining the decision option chosen by the shareholder, or is not marked at all, or other necessary entries are missing;

were not submitted for counting within the time allotted for voting.

millet and the candidate on whom the vote took place or the vote is declared invalid; the surnames, first names and patronymics of the members of the counting commission and all persons present during the counting of votes are indicated. Voting is considered invalid if violations committed during voting do not allow the decision of the meeting participants to be reliably established. The protocol is signed by all persons participating in the count.

Observers and representatives of shareholders who do not agree with the protocol as a whole or its individual provisions have the right to attach a special opinion to the protocol. The minutes are presented to the General Meeting of Shareholders and are considered approved unless there is a different opinion.

If any of the shareholders disagree with the voting results, the meeting may decide to recount the votes in the presence of a group of shareholders who have expressed no confidence in the counting commission.

Ballots counted by the counting commission must be sealed. The minutes, together with sealed ballots, must be kept in the company, and any shareholder has the right to familiarize themselves with them.

A shareholder who does not agree with the majority has the right to speak at the meeting with a special opinion, which must be recorded in the minutes of the General Meeting. A shareholder who has expressed a dissenting opinion may express his opinion in detail in writing and request that it be included in the minutes of the meeting. Any shareholder of the company or his authorized representative has the right to familiarize himself with this opinion.

The statutory provisions stipulate how many ordinary shares (votes) in total must be owned by the meeting participants who agree with the proposed draft decision, i.e. those who voted “for” it at the general meeting of shareholders so that it was considered approved.

In general, the charter provides for issues on which decisions are made:

Only with the consent of the owners of three quarters (3/4): of the company's ordinary shares present at the meeting, decisions are made on the following issues;

making changes and additions to the company's charter; changing the size of the authorized capital of the company, with the exception of cases of redemption of shares purchased 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.

Let us recall that the charter may provide for the need to approve any transaction, the size 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 make a decision to approve the transaction;

on the company’s participation in holding companies, enterprise associations and financial and industrial groups;

decision on merger, accession, transformation of the company into an enterprise of a different organizational and legal form;

decision to terminate the company's activities, create a liquidation commission and approve its report.

Resolving issues on which the charter grants voting rights to owners of preferred shares (amendments and additions to the company’s charter,

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. In this case, 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 it is supported by the meeting participants who collectively own the corresponding number of shares.

On all other issues, decisions are made by a majority vote of those present at the meeting.

Let us dwell in more detail on the meaning of the phrase “majority of votes”. The point is that the “majority” can be absolute or simple. Let's clarify this point.

The absolute majority implies that for; *" When deciding to vote "for", the participants of the meeting must own (50% + 1) of the ordinary shares registered at the meeting. Please note that such a provision may lead to ambiguities in cases where there was initially a quorum at the meeting, but some of the meeting participants abstained from voting. If a decision can: # be made only if there is an absolute majority of votes in favor, then those who abstained, namely those who did not cast the ballot at all or threw in a blank or incorrectly filled out ballot, etc. -are automatically considered to have voted “no”, since they did not vote “for”.

Moreover, at the meeting the situation may develop

vka, when a group of shareholders who do not agree with the adoption

decision, in order to prevent its adoption

Tia leaves the meeting. This may entail

ballots may be less than 50%, for

registered at the meeting, which is obviously not

will make a decision by an absolute majority

that in order to make a decision it is necessary that

For example, consider a joint stock company with the number of ordinary shares equal to 100. The quorum for opening a 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 votes present at the meeting was necessary to make a decision, then 31 votes must be cast in favor of it. This means that in our situation, no decision has been 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”.

Please note that if the owners of 10 voting shares had been absent from voting at all, the decision would have been accepted in both cases. Consequently, 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 competent, since the remaining shareholders have the opportunity to continue working and make the necessary decisions. This ensures the principle: “if a quorum was present initially, it cannot be violated.”

Let's look at the problem from the other side. Let's assume, returning to the above example, that out of the 60 votes (i.e., common shares) registered at the meeting, only 12 were valid ballots cast, i.e. those by which the will of a meeting participant can be determined. Further, of these 12, 7 voted “for”, 5 voted “against”. Unless otherwise established, the decision is considered adopted. Those. the decision was made by 12% of the votes 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 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 established for the decision to be recognized as adopted. Otherwise, the vote must be declared invalid.

The ability to make decisions by a simple majority of votes is also convenient when resolving issues that have several possible solutions.

Such a question is considered accepted in the version that received the most votes in favor. It is obvious that in this case the number of votes “for” ^-Must exceed the number of votes “against”.

For example, when voting on an issue that has two possible solutions, 50 votes were cast and recognized as valid. Then if 25 votes were cast 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 cast for the first option and 15 for the second, and 20 against both decisions, then none of the options is considered accepted.

Election to members of the Board of Directors and the Audit Commission, as well as appointment to the post of General Director, has its own characteristics, which must 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 votes present at the meeting are cast for him. Then, in the case when several groups of meeting participants nominate their candidates for existing vacancies, there is a high probability that none of the candidates will receive an absolute majority of votes and will not be elected. Therefore, it is usually established that in order to elect a candidate, a “majority of votes on the number of shares with voting rights at the time of voting at the meeting, initially

had a quorum."

Then, if there are 7 candidates for 5 vacancies, ““five of the seven who received the greater number of votes will be considered elected.

But again, to avoid an absurd situation, the lower limit of the number of votes required to elect a candidate should be regulated. Otherwise, it may happen that the number of votes that a candidate received 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, then, handed over to such a candidate by the General Meeting, can we talk about?

We recommend that shareholders ensure that the regulations of the General Meeting of Shareholders of the company clarify 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 including

numerical composition, which was approved by the meeting. IN

In this case, a second round of elections is usually held

between candidates who scored an equal number

choice, i.e. they will get the same amount again

expansion or reduction of personnel

elected body, and if for some reason

it is impossible to withdraw all the candidates mentioned above

appointment The procedure for appointing the General Director of the epwra company depends on the number of candidates for this director 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 purpose includes several stages:

However, these procedures can be combined, especially since in most cases it is known early on who is applying for the post of General Director.

members of the Board of Directors may include

GA Chen and the issue of appointing certain candidates

to the post of General Director. In the future, the appointment

election to the Board of Directors, and secondly,

on the issue of appointment of the General Director.

If it is established in society that the candidate

re-nominated for the post of General Director

and elected by the Board of Directors, then the appointment

General Director automatically passes at two

stage. First, the Board of Directors is elected, which

holds a small meeting and puts forward

candidate for the post of General Director from its

numbers, and then on this candidate it is carried out

Recall that, as we discussed above, the meeting

may decide to hold a closed

director of the company and elections to the Board of Directors and

The Audit Commission of the company.

It should be noted that the Privatization Program obliges the use of the aggregate 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 vacant places, and the 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.

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 the nominated candidates. For example, a shareholder can distribute his 30 votes among two (for example, one has 17, the other -13 votes) or even among three candidates (for example, each has 10 votes).

Let's imagine a company of two shareholders - Mr. A., owning 3 shares, and Mr. B., owning 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. A total of 6 candidates are voted on. According to the rules established in society, three candidates out of six who received the largest number of votes will be considered elected.

In direct voting, Mr. A. has the right to cast his 3 votes for any three candidates out of the six nominated, and Mr. B. has the right to cast his 7 votes. As a result, if there is no agreement on the candidates, the candidates for whom Mr. B voted will obviously be elected, since he will give 7 votes to each of his candidates, which is more than 3 that Mr. A could give for his own.

In aggregate voting, the total number of votes available to each shareholder is counted, and each of them has the right to distribute these votes at his own discretion - to give them all to one candidate or to distribute them in another way. Then it turns out that

In this case, Mr. A. can give all 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 three candidates so that everyone gets “9 or more votes: he will be able to give 9 votes to only two of his candidates, but only 3 will remain for the third.

With direct voting, a shareholder with 51% of the votes has the opportunity to elect the entire Board of Directors individually; in the aggregate, the likelihood for a shareholder with a small number of votes (in our example, 30%) to obtain representation on the Board of Directors increases.

“aggregate” voting increases the chances of “minority” participation in the governing bodies of society. It becomes possible for different points of view to be represented on the Board of Directors, and this, in turn, can serve as the basis for a more careful and reasonable conduct 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 a meeting

It reflects in detail all the issues discussed, 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 dissenting opinions expressed are necessarily noted. The authenticity of the minutes is certified by the signatures of the chairman and secretary of the meeting. ; Certified copies of the minutes of the General Meeting and all appendices thereto are finalized within the period established in the regulatory documents of the company (Regulations of the General Meeting), and must be issued to each shareholder upon his request for a fee established by the Management Board.

The recorded resolutions of the General Meeting of Shareholders are binding on all shareholders of the company, both present and absent at the meeting.

The protocol and all documents attached to it are stored in the society for the entire time of its existence or for at least 75 years.

The shareholder has the right to appeal to the Board of Directors with a demand for clarification of the procedure for organizing and conducting the General Meeting of Shareholders of the company.

All issues regarding the participation of shareholders in the meeting are resolved on the basis of data from the register of shareholders of the company.

Control over ensuring compliance with equal legal conditions for the company's shareholders is assigned to one of the members of the company's Board of Directors, who is responsible for the timely consideration of incoming applications and the fulfillment of shareholders' requirements.

All documents issued on behalf of the Board of Directors related to the notification of shareholders and the holding of a 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; lists of shareholders,

participating in the meeting; lists of candidates for elected bodies; lists of trusted persons; lists of meeting participants, etc.

Decisions and actions of governing bodies and

secretariat committed during the preparation and

holding a meeting in violation of the norms of the statutory and

regulatory documents of the company may be

appealed by shareholders to the Board of Directors,

The audit commission of the company or in court in

in the manner established by the legislation of the Russian Federation. AT

this is a preliminary contact to the appropriate

The management body of the company is not mandatory

condition for going to court. R

Statements from shareholders about errors and violations committed 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 about decisions and actions of lower management bodies, if this is within its competence, and is obliged, within the time period established by the company, to give a reasoned answer on the merits of the issue raised or to eliminate the error. The shareholder who filed the complaint may be present at the meeting of the Board of Directors when his application is considered.

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 mandatory notification of the shareholder about the decision made.

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