Shareholders' general meeting of a public limited company
The general meeting is the organ that brings together all the shareholders of a legal person. It has all necessary powers to perform or ratify acts of interest to the company.
Depending on their scope, some decisions must be taken at ordinary general meetings and others in extraordinary meetings.
The voting and attendance quorums required to determine whether decisions are valid depends on the type of meeting.
General meetings must also be held in accordance with certain formal rules.
Who is concerned
General meetings of public limited companies (société anonyme - SA) are in principle convened by:
- the board of directors;
- the management board;
- or the supervisory board.
Any shareholder can in principle take part in the deliberations with a number of votes equal to the number of shares in their possession. They can participate in the meeting:
- in person;
- or by giving a representative power of attorney to represent him/her.
Where the company only has one partner, this person alone exercises all the powers conferred on the general meeting.
However, shareholders can, in principle, be assisted by their lawyer.
Holders of dematerialised securities can attend the general meeting and exercise their rights only if they have held these securities for at least 14 days prior to the general meeting, as of midnight, Luxembourg time.
They can demonstrate their rights relative to these securities by means of a certificate provided by the securities account-holder.
The board of directors/management board must call a general meeting of shareholders:
- once a year, on the date defined in the articles of association, in order to deliberate on the annual accounts and the management of the company (ordinary general meeting called 'annual' or 'statutory');
- immediately in the event of a reduction by more than half of the number of internal auditors;
- within one month of a written request (stating the agenda) by shareholders representing 1/10 of the company's capital;
- within a 2-month period in order to decide on whether to wind up the company (extraordinary general meeting):
- in the event of loss of half of the company's capital;
- or in the event of losses amounting to ¾ of the company's capital;
- whenever required in the interest of the company:
Examples: amendment of the articles of association for an increase in capital, a transfer of the registered office to another commune, modification of the company objective, etc. (extraordinary general meeting).
How to proceed
Ordinary general meetings
The annual (or statutory) general meeting
A shareholders’ general meeting must be held each year in the commune, on the date and at the time stipulated in the articles of association of the company.
The purpose of this meeting is to review the annual accounts, the directors' report and the internal auditor's report (or the statutory auditor's report (réviseur d’entreprises)).
After approval of the balance sheet, the general meeting will cast a vote on the discharge of the directors and the auditors for the past financial year.
The general meeting also approves certain proceedings of the board of directors and decides on the distribution of the financial results for the past financial year.
Other ordinary general meetings
Any meeting where it is decided to appoint, dismiss or renew the mandates of directors, internal or statutory auditors, to approve a particular act of management or to decide on the distribution of an interim dividend are considered to be ordinary general meetings.
This type of act may be added to the agenda of the annual general meeting, or handled by a separate ordinary general meeting.
Extraordinary general meetings
An extraordinary general meeting is a meeting during which the shareholders must take a decision that involves an amendment of the articles of association.
Such meetings mainly concern:
- an increase or reduction in capital;
- amendments to the company objective;
- changes to the registered office (in the case of a move to another commune);
- early termination or extension of the life of the company.
These amendments to the articles of association must be made in writing and enacted before a notary.
Voting and attendance quorums
In order for decisions made in general meetings to be valid, they must be taken:
- in the presence of a certain number of shareholders (attendance quorum);
- and based on specific rules on majority (voting quorum).
The required quorums depend on the type of general meeting convened in relation to the scope of decisions to be taken.
Ordinary general meeting
In an ordinary general meeting, decisions taken are valid:
- regardless of the number of shares represented.
An ordinary general meeting may therefore be validly held in the presence of a single shareholder holding a single share in the company;
- and on approval by the majority of the votes of the shareholders present or represented.
Extraordinary general meeting
In an extraordinary general meeting, decisions taken are valid:
- only if at least half of the shares issued by the company are represented.
Otherwise, a second meeting can be convened;
- and on approval by 2/3 of the votes of the shareholders present or represented.
Nonetheless, unanimous approval by the partners and bondholders is required in the event of:
- a change in the nationality of the company;
- or an increase in the commitments of the shareholders.
Procedure for general meetings
Election of the committee
During each meeting, a committee ('bureau') must be formed, composed of a chairman, a secretary and a scrutineer.
The chairman chairs the meeting, his role consists of:
- granting turns to speak;
- reminding those present of the rules where necessary;
- ensuring that the agenda is followed;
- closing the deliberations.
The secretary must:
- take notes of the discussions held and the decisions taken;
- draw up the minutes of the meeting based on the notes and relevant documents.
The scrutineer is responsible for:
- counting and checking the votes;
- verifying that all necessary documents for taking a decision have been properly distributed;
- verifying the number of shares present and the authority of shareholders and/or their representatives.
Opening the session
The meeting committee must in the first instance:
- verify that the shareholders present or represented are authorised to attend the meeting;
- draw up an attendance list which must be signed by all the shareholders, representatives and the meeting committee;
- verify that the agenda matches the one which was submitted to shareholders in the notice of the meeting;
- verify the attendance and voting quorums in view of the resolutions tabled.
However, shareholders can, in principle, be assisted by their lawyer.
The chairman can then declare the session open.
Deliberations and voting
Shareholders can then:
- deliberate only on the points on the agenda in the meeting invitation, unless there is an unforeseen question requiring an urgent solution or an extension of an implicit question included on the agenda.
The point on "Any Other Business" shown on the agenda shall be used only to deal with information which does not require a vote;
- put questions concerning points on the agenda as required in order to make informed decisions;
- then to decide by a vote on each point on the agenda.
There must be a vote on each resolution individually and not on all of them in their entirety.
In order to be enforceable on third parties, decisions taken in general meetings must be lodged with the trade and companies register for the purpose of publication in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations - RESA).