On January 25, 2019, a new Regulation of the Central Bank of the Russian Federation went into effect, which changes requirements for the convening and holding of general shareholder meetings[1]. This Regulation replaces the previous Regulation adopted by the Federal Commission on Securities Markets[2].
The Regulation governs annual and extraordinary general meetings of public and non-public joint-stock companies, for both joint attendance by shareholders at meetings and absentee voting. The new Regulation does not cover joint stock companies, where the voting shares belong to one shareholder.
Below is an overview of the major changes in the Regulation’s:
1) A non-public joint-stock company has the right to deviate from the Regulation’s requirements for convening and holding general shareholder meetings and to establish a different procedure in the company Charter, subject to certain conditions. For example, such a deviation from the requirements is possible, only if shareholders do not lose their right to participate in general meetings.
2) The regulation expands on the provisions for electronic voting for absentee shareholders, which was introduced in 2016[3]. For example, shareholders are entitled to fill out electronic ballots via the Internet on the website of a joint stock company when the Charter stipulates such a right.
3) The regulation addresses shareholders acting jointly or nominee shareholders participation in general shareholder meetings. For example, those shareholders who act jointly have the right to make a proposal for the agenda of a general shareholder meeting, if such a proposal is signed by all of these shareholders.
4) The list of persons entitled to participate in general shareholder meetings has been expanded. For example, mortgagee shares are entitled to participate in general shareholder meetings, if the pledge agreement provides for such a right.
5) Many changes and clarifications have been made in relation to the content of the minutes of general shareholder meetings. For example, in the minutes, the voting results should be documented in writing, including comprehensive decisions on each agenda item.
WatersOAG provides legal support on matters arising from the Regulation, including:
- Auditing and / or developing internal regulations, policies, and strategies to assure compliance with the requirements for convening and holding of general shareholder meetings
- Consultation on the new requirements for the convening and holding of general shareholder meetings
[1]“Regulations on General Shareholder Meeting” (approved by the Bank of Russia, No. 660-P dated 16.11.2018) (Registered in the Ministry of Justice of Russia No. 53262 dated 01.01.2019).
[2] Order of the Federal Commission on Securities Markets No.12-6 / pz-n dated 02.02.2012 (as amended on 07.30.2013) “On Approval of the Provision on Additional Requirements for the Procedure for the Convening and Holding a General Shareholder Meeting” (Registered in the Ministry of Justice of Russia No. 24341 as of 28.05.2012).
[3] Federal Law No. 210-FZ dated 29.06.2015 “On Amendments to Certain Legislative Acts of the Russian Federation and Declaring Certain Provisions of Legislative Acts of the Russian Federation Invalid”.