State Property Committee: annual general meetings of shareholders must be held in business entities by March 31

The Vitebsk Regional Property Committee reminds that in accordance with the Law "On Business Entities", the annual shareholders' meeting must be held by business entities no later than March 31, 2022.

The Committee draws attention to the fact that in 2021, a number of amendments to laws on business entities came into force.

Thus, proposals for the agenda of the annual meeting must be submitted no later than 30 days after the end of the reporting year.

The agenda of the annual meeting must include the following issues:

approval of annual reports, annual financial statements;
distribution of profits and losses of the business entity;
election of members of the supervisory board;
election of the audit commission (auditor).

The State Property Committee has developed a sample charter for a open joint-stock company and Regulations on the supervisory board of an open joint-stock company, which can be found on the committee's website.

When preparing for the annual meeting of participants of a joint-stock company, a list of persons entitled to participate in the general meeting is compiled. These persons must be notified of the meeting no later than 30 days before its date.

Prior to the annual meeting, the executive body of the business entity is obliged to prepare information on the company's activities for the reporting year. This information must be available for review by persons entitled to participate in the meeting 20 days before the meeting.

State ownership supervision bodies, prior to the annual meeting, should ensure, if necessary, the appointment of state representatives to the management bodies of business entities.

In this case, state representatives should be appointed from among persons who are at least heads (deputy heads) of structural divisions of state bodies (organizations). If they do not meet these requirements, the state ownership management bodies must take measures to replace such persons.

When selecting candidates for the supervisory board, the register of candidates for election to supervisory boards of business entities as independent directors, compiled by the State Property Committee and available on the committee's website, may be used.

Prior to the annual general meeting, the bodies of owner supervision must agree in writing on the position of the state representatives on the agenda items of the annual general meeting. A state representative who has not agreed on the position in the prescribed manner is not entitled to participate in voting on the relevant issue.

The annual general meeting may be held in person, by correspondence, or in a mixed format. The format of the meeting shall be determined by the decision on holding the meeting.

Business entities with a state share in the charter capital exceeding 50%, in the absence of circumstances established by Part Five of Article 72 of the Law for joint-stock companies and Part Four of Article 96 of the Law for limited liability companies, are obliged to allocate part of their profit for dividend payments. The amount and timing of dividend payments must be determined in accordance with the requirements established by Decree No. 637.

After the formation of a new supervisory board, it is necessary to ensure the election of its chairman and deputy chairman. In this regard, in the opinion of the State Property Committee, they should not be subordinate to the head of the business entity.

If there is negative profitability or if the net profit is insufficient to pay remuneration, remuneration shall not be paid to state representatives.

For more detailed information on the clarifications of the State Property Committee, please follow the link.

Source: vitebsk-region.gov.by