This year is the first season of annual general meetings by extensive changes in the Companies Act.
On 1 July 2013 came a number of changes to the Companies Act in force that are significant for the General Meeting, dividends and other capital transactions that may be decided by the AGM. The changes included the Public Limited Companies Act, but we will here concentrate on the changes in the Companies Act. We now associated with the season of annual general meetings to commemorate the extensive changes that are important for the holding of general meetings.
Simplification of rules on general
General meetings without physically meeting
It's taken a new provision that provides for the shareholders, if any agree it may hold a general meeting without having to follow most of the formal meeting requirements as set out in the Companies Act. The conditions are that all shareholders are given the opportunity to participate in the proceedings in an appropriate manner. Furthermore, directors and any managing director and auditor be given the opportunity to express themselves, and they may also require that the matters dealt with by the General Meeting. Finally, decisions and votes recorded.
This includes the that the General Assembly can be implemented in a flexible and informal way, such as by telephone, by circulation of documents or other forms of electronic communication, unless the shareholders agree on this.
Number of directors and a requirement for deputies
Under the new rules, corporations, regardless of the share capital, although determining the number of directors. Employees' right to elect directors and the requirement for the number of directors if the company has a corporate assembly are not affected by the changes.
Furthermore, the requirement alternates lifted. The rule will be of great practical importance since ca. 50% of the corporation has one owner who even runs the company and is the sole director.
Supporting documents may be published on its website instead of attached to the notice
It is given access to the statutes that documents that are made available to shareholders on the company's website, and which should be included in or attached to the notice or otherwise regarding matters to be considered at the general meeting, must not be distributed to shareholders. A shareholder can request to receive such documents.
Unless otherwise provided by the Articles of Association, the Board may decide that shareholders may participate and vote electronically at the meeting. In such cases it is essential that the Board provide adequate holding and that there are systems to ensure that the legal requirements for general requirements are met and that participation and voting can be controlled in a satisfactory way.
It can negotiability enable shareholders to cast advance, including by electronic communication.
More flexible dividend policy
Changed calculation of dividend basis
The rules on dividends has undergone extensive changes. The accounting thresholds for calculating dividend basis is lowered, and the counterpart is an increased focus on the company's actual earnings and liquidity situation after the deal should be prudent. The previous deduction records for premium fund, capitalized research and development, goodwill and net deferred tax asset is discontinued, and the demand for equity of at least 10 percent of their total assets after the deal is removed.
Blocking period is removed
Earlier rules resulted in a "freeze period" of dividend in the period from the end of the financial year and until the annual general meeting with the approval of new accounts. Under the new rules may last approved financial statements used for calculating dividend basis until new approved annual accounts are available.
Dividends on the basis of the balance
Dividends can now be decided on the basis of a balance between prepared and revised by the rules of the financial statements. It is thus increasingly facilitated extraordinary dividend based on positive results during the year.
Authorisation to decide dividend
Directors may be granted authorization from the General Assembly to decide the dividend on the basis of approved annual accounts. Authorization, a maximum force until the next Annual General Meeting and shall be registered in the Register before use.
Greater responsibility of the board at equity transactions - new requirements for record keeping
The new dividend policy will in many cases mean that companies will have a far greater yield basis than before. The purpose of the amendments is not to give shareholders greater access to corporate funds at the expense of creditors, but to avoid unnecessary lock-in of capital.
These changes will have considerable responsibility on the board and places greater demands on the Board assessments of what is sufficient equity and liquidity to the risk and scope of operations. It is important not only making this assessment, but it also stated in board minutes have been made such a soundness evaluation so that it can be documented retrospectively. Failure to make a proper assessment would easily be considered to liability than an estimate which later proves to be incorrect.
Changes in dividend policies have repercussions for all capital transactions where the Company's dividend basis is important. This means that the requirement about reliability assessment also applies, for example on the redemption of shares, group gifts, credit or guarantees to shareholders, company-financed acquisitions of shares, the company's purchase of its own shares, bonus issues and capital reductions.