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WORDS TO UNDERSTAND

The Shareholders' Meeting

The Shareholders' Meeting

The shareholders’ meeting is the body that passes resolutions for joint-stock companies. The shareholders’ meeting has such important tasks as approving the financial statements and the appointment of the board of directors. Basically the shareholders’ meeting represents ownership claims, i.e. the company’s shareholders.

The various types of shareholders’ meetings

There are three types of shareholders’ meetings: the ordinary shareholders’ meeting, the extraordinary shareholders’ meeting, and the special shareholders’ meeting. This distinction is not based on a different shareholders’ meeting composition, which always consists of the company’s shareholders or their representatives, but on the issues on which the shareholders pass resolutions.

 

1. The ordinary shareholders’ meeting approves the financial statements and appoints the directors, the statutory auditors, and the chairman of the board of statutory auditors. This shareholders’ meeting also decides on compensation for these office holders (when not set in the bylaws) and examines other issues attributed to it as per the bylaws or upon the proposal of the directors. The ordinary shareholders’ meeting must be called at least once a year, within four months of the end of the company’s financial year.

2. The extraordinary shareholders’ meeting decides on changes to the memorandum of association, the issuance of bonds, and the appointment and powers of liquidators.

3. The special shareholders’ meeting is called to pass resolutions on cases where the shareholders’ resolutions affect classes of shares with voting-rights restrictions (such as savings shares).

Calling and validity of shareholders’ meetings

The directors call the shareholders’ meeting with a notice that lists the items on the agenda, as well as the time, date, and place for the meeting. The Gazzetta Ufficiale della Repubblica publishes the notice at least 15 days before the meeting. Listed companies also publish a press release for a call to meeting on their internet sites.

An ordinary shareholders’ meeting is valid if shareholders or delegates representing at least half of the share capital meet (shares with restricted voting rights are not counted). The resolutions of an ordinary or extraordinary shareholders’ meeting are passed by absolute majority.

When the necessary percentage (quorum) in terms of share capital is not reached, the shareholders’ meeting’s decisions are not valid and a second or third call is necessary.

The ordinary shareholders’ meeting on second call passes resolutions on issues that should have been dealt with on first call, but this time regardless of the percentage of share capital represented by the shareholders present. For the resolutions of the extraordinary shareholders’ meeting on second call to be valid, they must be voted by more than one third of share capital.

On third call, the votes of shareholders representing more than one-fifth of share capital are enough. However, for several types of resolutions (change in corporate purpose, change in corporate form, early dissolution, transfer of the company headquarters abroad, or the issue of preference shares), voting systems requiring larger majorities are prescribed.

The shareholders’ meeting mainly operates on the basis of articles 2363 and following of the Italian Civil Code. The bylaws of any company may contain more rigid or specific regulations than what is contained in the code.

 
The Shareholders' Meeting
 

For example, in the Hera shareholders’ meeting, the company’s public shareholders are assigned a particular role. As per Hera’s bylaws, the municipal governments, provincial governments and the consortia, or consortia or joint-stock companies over which they have majority control (at least 51% of the company’s share capital). As per the bylaws, a group of ten public bodies with at least 35% of Hera’s share capital have veto rights on resolutions that lead to the dissolution, merger or demerger of the company, the transfer of the company, or that change bylaw provisions on the validity of the shareholders’ meetings and veto rights.


Page updated 10 january 2014

 
 
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