年度股東大會(又稱為股東會議或AGM)是一家公司的主要公司治理機制之一。在這個會議中,公司的所有者(股東)對法律和公司章程所規定的議題進行決策的批准。
股東會議涵蓋了公司法所確定的特定特點。BBVA的年度股東大會將於3月17日在毕尔巴鄂舉行。
股東大會討論的議題有哪些?
股東大會主要討論以下議題,當然還包括其他事項:
– 批准年度財務報表、利潤或虧損分配以及公司管理的批准
– 董事會成員的任命
– 外部審計師的任命
– 公司章程的修改
– 公司轉型、合併、分拆或增資
– 公司解散
– 法律或公司章程所要求的其他議題
股東大會做出的決議對所有股東具有約束力,包括那些反對措施的股東和未參加會議的股東。
有哪些種類的股東大會?
股東大會可以是常規的或非常規的。常規股東大會每年召開一次,距離上一個財政年度結束不得超過六個月,適當的時候批准公司管理、上一年度的財務報表以及利潤或虧損的分配。其餘的會議則具有非常規性質。
此外,董事會成員有義務在股東或股東所持有的公司資本超過5%(上市公司則為3%)的情況下,根據要求召開股東大會。
誰可以參加股東大會?
所有股東都有權參加股東大會,但在有限責任公司等公司中,公司章程可以規定參加會議需要持有最低數量的股份,而上市公司則不能超過一千股。
此外,如果股東無法參加會議,他/她有權指定代表代表其參加股東大會並代表其投票。指定代表必須以書面形式授予或符合法律規定的有關遠程投票權利的通知,並且必須對每次會議進行具體指定。
在有限責任公司的情況下,根據其公司章程,可以將與議程相關的提案的投票權委託給代理人或由全權代理人行使。
這就是年度股東大會與股東會議之間的主要區別。了解這些差異對於公司治理和股東權益的理解至關重要。
折疊內容
The shareholder meeting (also known as the Annual General Meeting or AGM) is one of a company’s primary corporate governance vehicles. During the meeting, the company’s owners (the shareholders) ratify decisions on topics determined by law and by the corporate bylaws.
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Corporate governance
What is a Shareholders General Meeting?
The BBVA Annual Shareholder meeting will be held in Bilbao next Friday, March 13. The shareholder meeting (also known as the Annual General Meeting or AGM) is one of a companyâs primary corporate governance vehicles. During the meeting, the companyâs owners (the shareholders) ratify decisions on topics determined by law and by the corporate bylaws. The AGM includes particular features that are established by corporate law. BBVAâs AGM will be held on March 17th in Bilbao.
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Shareholders’ meeting
BBVA’s AGM certified as âsustainable eventâ
BBVA’s Annual General Meeting, which took place on March 16th in Bilbao, boasted an event sustainability management system that was compliant with the UNE-ISO 20121:2013 standard, as certified by AENOR. This certification validates the 2018 Annual General Meeting as a Sustainable Event due to its âclear commitmentâ to the environmentally, socially and economically sustainable criteria defined by the standard.
What matters does a General Shareholders Meeting address?
It is the remit of such as meeting to deliberate and agree on the following subjects, among other things:
approval of annual accounts, allocation of profits or losses, and approval of corporate management
appointments to the board of directors
appointment of external auditors
changes to corporate bylaws;
company transformation, mergers, spin-offs, or capital increases
the dissolution of the company;
any other topics required by law or the company’s bylaws.
The resolutions made in the meeting are binding for all shareholders, including those who voted against the measures and those who did not attend the meeting.
What kinds of General Meetings are there?
A general meeting can be ordinary or extraordinary. Ordinary meetings are convened once a year, within six months from the close of the previous fiscal year and are the vehicles, where appropriate, for the approval of the corporate management, the previous year’s financial statements, and the allocation of profits or losses. The rest of the meetings are extraordinary in nature.
Additionally, the members of the board of directors are obliged to call a General Meeting when requested to do so by a shareholder or shareholders representing more than 5% of the companyâs capital or 3% in the case of a listed company.
Who can attend meetings?
All shareholders have the right to attend the meetings, although in the case of corporations such as limited liability companies, the bylaws can stipulate attendance depends on holding a minimum number of shares, and in the case of listed companies this cannot exceed one thousand shares.
Additionally, in the event a shareholder cannot attend, he/she has the right to designate a representative to attend the general meeting and vote as a proxy on his/her behalf. Assigning a proxy must be conferred in writing or by notification that fulfills legally established requirements related to the right to exercise remote voting and should be done specifically for each meeting.
In the case of limited liability companies, and in accordance with their bylaws, voting on proposals related to the agenda items in any kind of General Meeting can be delegated to a proxy or exercised by the
Read More: What is the difference between an annual general meeting and a shareholders’ meeting?