The general meeting is a very important moment for the shareholders. It is therefore essential to prepare it well. We offer you some advice that can help you in this preparation.
1. Convening period for the general meeting
Under the Belgian Code of Companies and Associations (BCCA), the convening period for the general meeting of most private companies is 15 days… No decisions can be taken on matters that are not on the agenda (see Tip 3 to add your own agenda items).
Also, do not forget to fulfil any registration formalities in time (see tip 4).
2. Review agenda items and documentation of the general meeting
Documents that are required to be submitted to the shareholders or that are necessary to deal with the items on the agenda are sent to the shareholders together with the notice or are made available via the website or by other means.
It is important to clearly understand which decisions will be taken at the general meeting and the consequences of these decisions. To this end, you should thoroughly read and fully understand the agenda items and accompanying documentation. If certain agenda items or documents are unclear, this must be communicated in in advance and in writing to the company.
Deminor helps you to prepare a general meeting properly.
3. Adding agenda items to the general meeting
In listed companies, it is possible to add agenda items to the shareholders’ meeting. In this way, you yourself as a shareholder can take the initiative to have an item or proposal for a resolution that was not initially planned for the general meeting placed on the agenda. A shareholder must hold at least 3% of the shares to be able to make use of this possibility.
However, the request must be made in time, namely 22 days before the general meeting, the company must receive this request.
In companies not listed on the stock exchange, the law does not provide for the possibility of adding an agenda item. Here, however, it may be possible to convene a general meeting yourself where you can determine the agenda yourself.
4. Registering for the general meeting of shareholders
As a shareholder in a listed company, you must hold one or more shares on the 14th day before the general meeting in order to participate in the general meeting.
At the latest six days before the start of the general meeting, the shareholder must report that he or she wishes to participate in the general meeting. This notification can be sent to the e-mail address of the company or to the e-mail address mentioned in the notice of the general meeting.
In non-listed companies, as a shareholder you will have to look at the company’s articles of association, which list the formalities to be fulfilled to be admitted to the general meeting. Usually, there are no formalities to fulfil and you can therefore just turn up for the general meeting.
5. Participating remotely in the general meeting
Through the articles of association, the company can give shareholders the right to participate remotely in the general meeting.
The electronic means of communication chosen must allow the company to verify the identity of the shareholder. Also, as a shareholder, you will have to be able to take note of the meeting directly, simultaneously and uninterruptedly and be able to exercise your voting rights.
Common communication tools that meet the above conditions are video or telephone conferences via Teams, Zoom, and Skype.
Deminor helps you participate remotely in the shareholders’ meeting.
6. Asking questions at the general meeting
The simple fact of owning one or more shares in the company means that, as a shareholder, one can put questions to the members of the management body or the auditor. The latter has an obligation in principle to answer.
The questions can be asked orally or in writing both before and during the general meeting. Within the term set by the company, shareholders may address questions in advance to the e-mail address stated in the notice of meeting or to the company’s e-mail address.
However, the right to ask questions is limited to the agenda items of the general meeting (see tip 3 to add your own agenda items).
Deminor will help you draft the right questions and communicate with the board.
7. Representation at the general meeting of shareholders
As a shareholder, you have the right to be represented at the annual or extraordinary general meeting if you cannot attend in person. Unless the articles of association stipulate otherwise, you may appoint a representative of your choice, whether they are a fellow shareholder or a third party. It is highly recommended to provide clear, written instructions to your representative to ensure your voting rights are exercised exactly as you intend. Be mindful that the company may require the power of attorney to be submitted within a specific notice period before the meeting.
8. Giving a proxy for the general meeting
As a shareholder, you can also choose to give a proxy to the governing body. In the proxy form, you will have to formulate voting instructions regarding all items on the agenda of the meeting.
In this sense, the proxy is more limited than the representation. Indeed, the power of the former is limited to exercising the right to vote according to the proxy’s voting instructions.
The proxy form must be received within the deadline set by the company for it to be validly executed.
9. Remote voting for the general meeting
The company may provide in its articles of association that shareholders can cast their votes by letter or via a form on the company website. In the latter case, the capacity and identity of the shareholder must be verifiable.
Voting by letter is possible within the deadline set by the articles of association or until the sixth day before the general meeting in listed companies. In addition, you can vote electronically until the day before the general meeting.
Note, however, that as a shareholder for the number of votes cast remotely, you cannot choose another mode of participation to the general meeting.
10. Written general meeting of shareholders
The Companies and Associations Code provides for the possibility of passing resolutions in writing instead of holding a physical or digital general meeting. Adopting resolutions by using this procedure is only possible if all shareholders consent and all resolutions are unanimously approved.
It is important to note that not all resolutions can be adopted through this procedure. Among other things, amendments to the articles of association will not be able to be implemented this way.
Improper preparation for an annual or extraordinary general meeting can lead to invalid resolutions and severe shareholder disputes. Do you need legal assistance reviewing agenda items, drafting proxies, or ensuring your assembly complies with the Belgian Code of Companies and Associations? Schedule a confidential consultation with our corporate governance experts to protect your shareholder rights.
