The shareholders’ meeting


The forum where shareholders exercise their influence is the shareholders’ meeting, which is a limited company's highest decision-making body. The meeting can decide on any issue in the company which does not explicitly fall under the exclusive competence of another corporate body. In other words, the shareholders’ meeting has a superior position in relation to the company's board of directors and chief executive officer.

All the company’s shareholders have the right to participate in the shareholders’ meeting and to exercise voting rights for their shares. A shareholder who cannot attend the shareholders’ meeting in person may exercise this right through a proxy. Each shareholder also has the right, irrespective of the size of the shareholding, to have a matter dealt with at the shareholders’ meeting if a request to do so is submitted to the board in sufficient time for the matter to be included in the notice of the meeting.

The shareholders’ meeting is to be held within six months of the end of the financial year in order to vote on approval of the income statement and the balance sheet and on appropriation of profits or losses. The meeting is also to vote on the matter of discharge from liability for the company’s board of directors and chief executive officer. Decisions are also to be made on other matters that are the responsibility of the meeting according to law or the company’s articles of association, including election of board members and the auditor. Board remuneration and auditors’ fees are also to be determined by the shareholders’ meeting.

The board of directors is to call an extraordinary general meeting if a shareholder minority with a total of at least one tenth of all shares in the company so requests. This also applies if the company's auditor requests that an extraordinary general meeting be held. The board may also call an extraordinary general meeting on its own initiative.

Decisions at the shareholders’ meeting are made by vote, and each share has one vote unless otherwise stated in the articles of association. The articles of association may stipulate that the company is to have shares with differentiated voting rights, but no share may have  voting right that are greater than ten times the voting rights of any another share.

Decisions at shareholders’ meetings are made by a simple majority of the votes cast. However, some decisions, e.g. amendments to the articles of association, require a qualified majority. The shareholders’ meeting may not pass any resolution that is designed to give an unfair advantage to any shareholder or other party to the detriment of the company or any other shareholder.