2 General meeting
The general meeting is the highest decision-making body of a limited company where the shareholders participate in the supervision and control of the company. The company must summon one annual general meeting during each financial year. An extraordinary general meeting is to be convened when neces- sary. The shareholders exercise their rights of vote and action at the general meetings.
Recommendation 1 Advance information to shareholders
Before general meeting, sufficient information of the matters to be dealt with at the general meeting shall be made available to the shareholders.
The advance information permits the shareholders to evaluate whether they need to attend the general meeting, decide how they wish to vote and whether they wish to present further ques- tions at the meeting. Shareholders unable to attend the meeting can thus also obtain information on the company and take decisions concerning their shareholdings. The company provides advance information in the invitation to the general meeting and other listed company releases as well as on its websites.
Recommendation 2 Organisation of the general meeting
The general meeting shall be organised in a manner that permits shareholders to effectively exercise their ownership rights.
When organising a general meeting the company should strive to offer the shareholders a possibility to participate in the decision- making of the general meeting as extensively as possible. Espe- cially in companies with a multinational ownership structure, the possibilities of shareholders to participate in general meetings vary. The company should use all reasonable means to promote the participation possibilities of shareholders.
Attendance of directors and the managing director in the general meeting
The managing director, the chairman of the board and a sufficient number of directors shall attend the general meeting.
The presence of the directors and the managing director is necessary to guarantee interaction between the shareholders and the management bodies of the company as well as the share- holders’ right to present questions.
By exercising their right to present questions, the share- holders can attain more detailed information about matters that may impact the evaluation of the financial statements, the finan- cial position of the company or other matters to be dealt with by the general meeting. Participation of the managing director
and the directors in the annual general meeting is particularly important. In case of an extraordinary general meeting, it may be sufficient, taking into account the nature of the issue to be dealt with, that the managing director, the chairman and only a part of the directors attend the meeting.
Attendance of a prospective director in a general meeting
A person proposed for the first time as director shall participate in the general meeting that decides on his/her election unless there are well founded reasons for the absence.
A person proposed for the first time as director shall in principle participate in the general meeting that decides on his/her elec- tion, in order to be introduced to the shareholders.