The time to call the annual general meeting of shareholders is fast approaching. To assist Belgian listed companies with their convocation formalities during this peak season, the FSMA issued on 27 February 2013 new recommendations on calling general meetings (GM).
The FSMA reviewed the notices of various listed companies and noted that the provisions of the Belgian Company Code, mainly those introduced by the Shareholders' Right Act (see our previous newsletters on the Shareholders' Rights Bill and Act), were not always complied with. The FSMA therefore wished to draw the attention of listed companies to certain items of information which must be including in the notice.
For example, the FSMA recommends that the notice clearly mention not only the record date but also the date by which the shareholders must notify the company of their intention to participate in the GM. Indeed, in order to be able to participate in the GM, shareholders of record must notify the company in writing of their intention to attend the GM at least 6 days in advance.
The notice must also clearly refer to the shareholders' right to add items to the agenda of the GM and to submit proposals for resolutions to the GM, together with the deadline by which the new items or proposed resolutions must be notified to the company and the date on which the updated agenda will be published.
Further, the notice must mention the right of shareholders to ask questions not only at the GM but also in writing beforehand and the date by which questions must be submitted to the company.
Each shareholder has the right to vote by proxy. This right and the manner of exercising it must be described in the notice.
Finally, the notice should mention how shareholders can obtain the various documents that must be made available to them before the GM (e.g., via the company's website), the agenda for the meeting, and the proposed resolutions. The FSMA notes that the agenda should include approval of the remuneration report by the GM.
For each of the abovementioned items of information, the FSMA provides practical drafting tips and examples.
The applicable formalities and deadlines for the annual general meeting are summarised in the following timelines. The first applies to ordinary shareholder meetings and extraordinary meetings at which the required quorum is met (click here to view the first timeline). The second applies to extraordinary general meetings held on second call, i.e. when the required quorum was not met at the first meeting (click here to view the second timeline).