The season of general meetings is open!

Convening the general meeting

The notice of the general meeting should be sent to you at least 15 days before the meeting to give you sufficient time to prepare and then vote on the agenda items with full knowledge of the facts.

Regarding the method of notice, the Companies and Associations Code eliminates the requirement of registered mail. It is now permitted for the governing body to send the notice by ordinary mail. If you have notified the company of an e-mail address, the notice may also be sent by e-mail. This e-mail must be sent to you on the same day as the notice by ordinary mail to shareholders who have not provided an e-mail address.

In addition to stating the date and location of the meeting, the notice must also include the agenda items and all related documentation.

Review of agenda items and related documentation

• Agenda items
  The notice of meeting should clearly but concisely state the items on which shareholders will vote (approval of accounts, allocation of profits, discharge of directors, etc.). Some agenda items do not require shareholders to vote (such as taking note of the resignation of a director, a special report of the board of directors, etc.).Shareholders should pay special attention to the item ‘Miscellaneous’ (without further details) which is sometimes included in the agenda. Under such item, only simple announcements can be dealt with that do not require a vote or questions of detail.To determine whether the agenda meets the legal requirements, shareholders should ask themselves whether it is sufficiently precise to enable them to assess whether it is in their interest to attend the meeting, and sufficiently explicit so as not to cause any surprises.
• Documentation associated with
  Maximum 15 days before the general meeting, shareholders should be able to consult the documents relating to the items on the agenda (annual accounts, annual report or auditor’s report, if applicable).These documents are generally sent together with the notice of meeting, or are available to shareholders on the company’s website or through other sources.It is important to have a clear picture of the decisions that will be taken at the general meeting and the consequences of those decisions. It is therefore important to read the agenda items and accompanying documentation carefully and fully understand them.

Registration for the general meeting before the deadline

In unlisted companies, as a shareholder, you should consult the company’s articles of association before attending the general meeting.

The articles of association list the formalities that must be fulfilled to be admitted to the general meeting.

Usually, however, you do not have to complete any formalities, so you can just come to the general meeting.

Physical participation or from a distance

Previously, the company’s articles of association had to provide for remote participation in general meetings.

Since the Covid-19 crisis in 2020, the Companies and Associations Code has been amended to allow the governing body to allow shareholders to participate in the general meeting via electronic means of communication.

Remote participation is therefore possible, provided the directors decide to offer this option to shareholders. Instructions on how to participate will be included in the notice of the meeting.

The electronic means of communication chosen must enable the company to verify the identity of the shareholder. Moreover, as a shareholder, you must be able to follow the meeting directly, simultaneously and continuously, ask questions and exercise your voting rights.

Common means of communication that meet the above conditions are video or telephone conferences via Teams, Zoom or Skype.

Demand law

General meetings are often an opportunity to gather a lot of information. It is one of the few opportunities for (non-active) shareholders to have a direct dialogue with the directors and keep abreast of the company’s development and associated figures.

Any shareholder, regardless of their shareholding percentage, may ask questions of the directors or the auditor. However, these questions must relate specifically to the items on the agenda.

This is the ‘right of interpellation’ or the right to ask questions.

This right can be exercised orally (during the general meeting) or in writing (prior to the general meeting). However, the directors and the auditor are not obliged to answer written questions from shareholders in writing as well.

Where such questions are asked orally during the meeting, the directors must answer them, but they may, in the interests of the company, refuse to answer the questions if they believe that the disclosure of certain information or facts may be detrimental to the company or that it would breach confidentiality undertakings made by them or by the company.

Representation or assistance

• Representation
  The company’s articles of association may provide that a shareholder can be represented at a general meeting. The articles of association often provide that a shareholder may be represented by another person who is also a shareholder.To this end, a power of attorney is drawn up, which usually specifies the scope of rights granted to the shareholder’s representative.
• Assistance
  In certain circumstances, you may be accompanied by a person of your choice, such as your legal adviser.Although it is a right that is regularly defended in practice, the right to be assisted by a third party is not expressly recognised by law. It is therefore up to the general meeting to decide, by simple majority and depending on the context, whether or not to allow the presence of a third party.

Remote voting

You do not want to physically attend the general meeting and do not have a proxy to represent you?

Be aware that the company’s articles of association may stipulate that shareholders can vote by post or via a form on the company’s website. In the latter case, the capacity and identity of the shareholder must be verifiable.

Minutes

The content of the minutes is not legally defined, but practice dictates that they should describe as clearly and objectively as possible the course of the general meeting and the decisions taken.

This means that, depending on the context in which the discussions take place (disagreement or not between shareholders), the minutes of exchanges will be more or less detailed.

A shareholder may therefore request that his comments be included in the minutes, provided that his request is reasonable (especially given the context) and related to the agenda.

Finally, you are not obliged to sign the minutes. The law provides that, in addition to the members of the bureau, only shareholders who request it can sign the minutes.

The annual general meeting is a crucial time for shareholders and provides an essential platform for them to express their views on important decisions put before them and, where applicable, influence the direction being taken.

It is therefore essential that shareholders are able to prepare well in order to maximise their participation and influence at these important meetings. By understanding the issues and being well informed, shareholders can play an active role in the governance of the company and thus contribute to its success.

Deminor NXT can provide you with personalised support to ensure you prepare thoroughly and participate effectively in the general meeting. We will help you formulate relevant questions and communicate with board members, and represent you at this event if necessary.

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If you have any questions or would like more information, please do not hesitate to contact us.