Meeting of shareholders, rules and procedure. What new things need to be taken into account when preparing for the general meeting of shareholders What to include in the decision to hold the meeting

Holding an annual general meeting of shareholders every year is an obligation joint stock company, which is enshrined in law. That's why to proper preparation this event and its documentation strict requirements are imposed. Let's try to figure out how to prepare for a general meeting and draw up its minutes.

Article 47, paragraph 1 Federal Law dated December 26, 1995 N 208-FZ (hereinafter referred to as the Law), prescribes an annual general meeting shareholders. The requirements for organizing this event are also specified in this legislative norm. Let's look at how to properly prepare for a general meeting of shareholders (hereinafter referred to as GMS) and draw up its minutes.

Preparing for the annual OSA

The OSA is the highest governing body of society. The frequency of meetings of shareholders is determined by the charter of the joint-stock company. However, the annual meeting must be held no earlier than two months and no later than six months after the end of the financial year.

Help: according to Art. 12 BC RF, the financial year is equal to the calendar year. Therefore, the dates for holding the General Meeting for 2020 are: 11/01/2017-06/30/2018.

During this event, business co-owners resolve key issues that determine the future course of the entire company. Among them, for example:

reorganization and liquidation of the company;
changes and additions to the charter;
election board of directors;
termination of powers of the board of directors;
distribution of dividends;
change in the size of the authorized capital.

The initiators can be the board of directors, directors of the company, shareholders or other persons who have at least 2% of voting shares in the authorized capital of the company.

The decision on the collection is made by the board of directors. This is indicated by subparagraph 4 of paragraph 1 of Art. 65 of the Law. The board of directors determines other details: list of participants, date, time. The list of parts is clearly defined in Art. 54 FZ-208. Responsibility for preparation also lies with the board of directors.

Formation of a list of participants and their notification

After making a decision to hold a meeting, it is necessary to create a list of its participants. According to paragraph 1 of Art. 51 of the Law, it must be ready at least 25 days before the date of the event. If the issue of reorganizing the company is raised on his agenda, this period will be 35 days. Participants must be notified at least 20 days before the scheduled date. If the agenda will consider the issue of reorganization, this period is 30 days.

Notification may be made different ways: by registered mail, in the media, on the company website, through a phone call or email.

Minutes of the annual general meeting of shareholders in 2020

A registrar or notary must be present at the OCA. Their role is to develop the event script and ensure that it is followed in full order. In essence, these specialists are stewards. They may also be responsible for preparing the protocol.

According to Art. 63 of the Law, the protocol must be prepared no later than three days after the event. The minutes are prepared in two copies, which must be signed by the secretary and the chairman of the meeting. Its content is regulated by the same article and clause 4.29 of the Regulations on holding meetings of shareholders (approved by order of the Federal Financial Markets Service of Russia dated February 2, 2012 No. 12-6/pz-n). The protocol must include the following information:

place and time;
full name of the joint stock company and its location;
type and form of OSA;
date of compilation of the list of participants;
the total number of votes held by the holders of voting shares;
the number of votes held by participating shareholders;
information about the chairman and secretary;
agenda.

The minutes record the main points of speeches, issues put to voting, its results and decisions made. In addition, the start and end times of vote counting and the number of votes for each option are indicated. Decisions made must be certified by a notary.

The Central Bank of the Russian Federation in corporate relations is a unique “source of law”. On the one hand, most of its documents are advisory in nature, on the other, the consequences of violating such “recommendations” can be more than serious. Such a polite and caring dad, at the same time ready at any moment to scold the naughty child not only with a belt, but also with something heavier.

Therefore, we invite you to carefully look at what representatives of the Central Bank of the Russian Federation recommend that we do before the next general meeting of shareholders (hereinafter referred to as the GMS), and together think about how best to draw up documents confirming that you follow these recommendations.

Letter from the Central Bank of the Russian Federation regulates cases of holding general meetings of shareholders in the form of joint participation. Let us remind you that this is only one of the possible forms of conducting the General Meeting of General Meetings provided for by the Law on JSC. It represents the joint presence of shareholders to discuss issues on the agenda, incl. the opportunity to speak and make decisions on them (Article 47, paragraph 11 of Article 49 of the Law on JSC).

The letter specifies certain requirements of the Corporate Governance Code (another “recommendatory” act of the Central Bank of the Russian Federation) in terms of creating the most favorable conditions for shareholders to participate in the general meeting, as well as providing them with the opportunity to express their opinion on the issues under consideration. In particular, the Central Bank of the Russian Federation specifically stipulates that the procedure for conducting a general meeting of shareholders (regulations) should provide for participants equal rights in terms of the opportunity to speak at the meeting or ask questions to the speakers. For this purpose, in preparation for the general meeting recommended:

1. Analyze the turnout of shareholders at general meetings of shareholders over the previous 3 years. This is done with the aim of selecting a suitable premises for holding the General Meeting, taking into account the expected maximum turnout of shareholders.

2. Determine when preparing for the OCA the place where it will be held and how it will be organized in such a way as not to restrict or impede access(passage) of shareholders to the place of registration for the meeting and directly to the premises intended for its holding.

3. Analyze the activity of shareholders at the General Meeting over the previous 3 years and determine the duration of the General Meeting, incl. based on the estimated maximum number of shareholders who may wish to participate in speeches and discussions on the agenda items of the meeting.

4. If the General Meeting provides for the possibility participation of shareholders in discussing agenda items via video conferencing - notify about this shareholders in preparation for the General Meeting.

Which joint stock companies are required to invite the registrar to the general meeting of shareholders? How to implement this? What will the registrar do at the meeting? What composition of signatories in this case should be indicated in the documents: minutes and the report of the counting commission, in the minutes of the meeting itself? It turns out that the requirements of the Federal Antimonopoly Service in this matter sometimes go further than the requirements of the law and clarifications of the Bank of Russia. Details are in the article “Participation of the registrar in the general meeting of shareholders” in magazine No. 11′ 2017

Of course, the approach to holding a general meeting of shareholders must be individual.

A fairly large number of corporations created through privatization have hundreds, thousands, or even tens of thousands of small shareholders on their register with one or two shares who have never taken part in their activities. Many of these shareholders have either forgotten about their shares or are ignoring their rights. Some have already left this mortal coil, but their heirs, for various reasons, are in no hurry to formalize the transfer of shares in the shareholder register. Moreover, decisions in such corporations are made by 2–3 majority shareholders. Why does such a company need a large hall if 4-5 people come to the general meeting of shareholders?

On the other hand, there are modern joint-stock companies, many of whose shareholders strive to keep abreast of what is happening in the company, and large public joint-stock companies, whose general meetings are staged as a show with a free buffet and distribution of memorable gifts. Such companies require large premises to gather everyone who wants to listen to management reports and vote in person.

All this is understandable, and the recommendations of the Central Bank of the Russian Federation certainly reflect current practice. At the same time, It is completely unclear from his letter how the company’s documents need to reflect that these recommendations were taken into account?

However, before we think about how to follow the recommendations of the Central Bank of the Russian Federation, let’s think about whether this is necessary at all? If you want to minimize risks, definitely yes. Of course, if the meeting is held as usual, there will be no need for any confirmation that all the recommendations of the Central Bank of the Russian Federation were taken into account when convening it. But what if an emergency happens this time? For example, will 2 times more shareholders come than usual? Or will a corporate blackmail attack begin against the organization and complaints will be sent to the Central Bank of the Russian Federation? You will definitely have to confirm with documents that even at the stage of convening the meeting you tried to take into account possible options for the development of events.

An analysis of the turnout and activity of shareholders must be carried out at the very first stages of preparation for the GMS. This should be done by the body preparing for the OSA. According to sub. 2 p. 1 art. 65 of the Law on JSC this issue falls within the competence of the board of directors ( supervisory board). In companies with the number of shareholders - owners of voting shares - less than 50, this may be another body determined by the charter (Clause 1, Article 64 of the Law on JSC). Therefore, it is natural to conclude that the results of the analysis should be reflected in the documents of this body - for example, in the minutes or minutes of a meeting of the board of directors. These issues can be considered both during the final meeting dedicated to the preparation of the General Assembly, and during one of the intermediate meetings. Arguments in favor of holding a separate meeting and accordingly recording its results in a separate protocol:

firstly, such recommendations should be taken into account when searching for premises, and this process is not very fast, and accordingly offer them executive body necessary as soon as possible;
secondly, even if the location of the meeting is known in advance (the building of the JSC itself, for example) and the recommendations are obviously of a formal nature, during the meeting dedicated directly to the appointment of the General Assembly, a large number of issues are resolved. There is no need to burden it with additional discussion of formal recommendations;
thirdly, in a single document the JSC will have a complete answer to the question of whether the organization has complied with the latest recommendations of the Central Bank of the Russian Federation on the preparation and conduct of the GMS (whether it “missed” them), with nothing extra for which they could “ get caught” will not be in the protocol.

But a separate meeting is not necessary. Of course, the decision about when and what issues the board of directors will discuss is made by the board itself.

Let us remind you that the law requires holding a general meeting of shareholders at least once a year. A mandatory meeting is called annual, and any other meeting – extraordinary. The annual meeting of shareholders is held within the time limits established by the company's charter. However, paragraph 1 of Art. 47 of the JSC Law defines the boundaries of this period: no earlier than 2 months and no later than 6 months after the end of the financial year.

The JSC must approve the annual financial statements by the general meeting of shareholders, if the company's charter does not fall within the competence of the board of directors/supervisory board (subclause 11, clause 1, article 48 of the JSC Law). However, in accordance with Part 2 of Art. 18 of the Accounting Law, reporting must be submitted no later than 3 months from the end of the reporting period (calendar year). And it would be logical to submit to the tax authority financial statements that have passed all corporate approval procedures. Then The period for holding the annual general meeting of shareholders is narrowed to 1 month - March!

Scheme 1

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And the board of directors must resolve issues regarding the organization of the annual general meeting of shareholders much earlier, so that no later than 20 days before the meeting they have time to send out notifications to its participants about the place, time and other aspects of its holding (Clause 1, Article 52 of the Law on JSC).

Example 1 shows the minutes of the meeting of the board of directors, which reflects the implementation of the recommendations of the letter of the Central Bank of the Russian Federation dated December 19, 2017 No. IN-06-28/60. It is a short version of logging:

only who was heard about what (without recording the progress of the discussion) and
decisions made with voting results (without demonstrating who voted how, and any special opinions).

If there is no conflict of opinions of the participants, then there is no point in reflecting the position of individual members of the collegial body in the minutes. In any case, the level of detail in reflecting the progress of the discussion and decisions made at the meeting it is determined by its chairman, and the secretary only executes it.

In the standard format of a protocol, it is customary to first provide a numbered list of issues on the agenda, and then put the corresponding number and for each issue indicate at a minimum: who was heard about what, what was decided and how they voted for it. But in our situation, there will be only 1 question on the agenda “On determining the place and duration of the annual general meeting of shareholders” (marked with number 1 in Example 1), and we will place the analysis that the Central Bank requires from us in the “LISTENED” section (see . number 2 in the same place).

10.00 - 11.30 PROCEDURE FOR PREPARING, CONVENING AND HOLDING THE GENERAL MEETING OF SHAREHOLDERS IN 2017

New rules for preparing, convening and holding a general meeting of shareholders. New ways of informing about the meeting. New ways to vote at a meeting. Planned changes in regulation.

16.00 - 16.15 Coffee break 11.45 - 13.15 ROUND TABLE: CURRENT ISSUES AND NON-STANDARD SITUATIONS AT THE SHAREHOLDERS MEETING

Current and controversial issues arising when applying new standards, including:

voting and counting of votes on the issue of consent to an interested party transaction;
the procedure for considering, voting and counting votes on the issue of consent to a major transaction, which is also an interested party transaction;
options for holding an in-person general meeting using information and communication technologies, allowing for the possibility of remote participation without being present at the meeting location;
procedure for voting and counting votes in case of disproportionate voting on the basis of a shareholder agreement, etc.

13.15 - 14.15 Lunch 14.15 - 15.45 DOCUMENTS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Annual report; report on transactions in which there is an interest; annual financial statements; auditor's report; audit commission report. Content and disclosure requirements.

15.45 - 16.00 Coffee break 16.00 - 17.30 VIOLATIONS DURING THE CONVENING AND HOLDING OF THE GENERAL MEETING OF SHAREHOLDERS

Violations committed during the preparation and holding of the general meeting of shareholders. New rules for challenging decisions of the general meeting of shareholders. Arbitrage practice in cases of invalidation of decisions. Administrative liability for violations committed during the preparation and holding of general meetings of shareholders: identification procedure, practice of involvement.

17.30 - 18.00 Answers on questions

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