Exercise of Shareholders Rights at General Meeting

Exercise of Shareholders Rights at General Meeting. This article is from the Corporate Governance Recommendations prepared on the basis of Estonian legislation, structure of shareholders of Issuers acting in Estonia and taking into account the main problems that arise in company management.

Exercise of Shareholders Rights at General Meeting
These Corporate Governance Recommendations are to be carried out primarily by companies whose shares have been admitted to trading on a regulated market operating in Estonia (“Issuers), except for investment funds registered as public limited companies.

Other companies may also choose to comply with these Corporate Governance Recommendations and shareholders and partners of such companies are encouraged to follow these principles upon organizing their management and management control of the company.

Clause 1

Every shareholder shall be ensured the right to participate in the general meeting, to speak in the general meeting on themes presented in the agenda, and to present reasoned questions and make proposals.  

The exercise of shareholders’ rights shall be ensured in such a way that it is not hindered by unreasonable formalities or made inconvenient for shareholders in any other way, meaning above all the time and place of holding the General Meeting, data availability and conducting of the General Meeting. The General Meeting shall be conducted at the location of the Issuer and at a reasonable time and place, ensuring that a majority of shareholders have the possibility to participate in the General Meeting.

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Issuers shall enable shareholders to present questions on items mentioned in the agenda, including prior to the day of the General Meeting. In the notice calling the General Meeting the Issuer shall include the address or e-mail address to which the shareholders can send questions. Issuers shall guarantee a response to reasoned questions on the General Meeting during hearing of a corresponding subject or before the holding of the General Meeting giving shareholders enough time for examining the response. If possible, the Issuer shall give its responses to questions presented before holding the General Meeting and shall publish the question and response on its website.

A controlling shareholder (stakeholder) shall refrain from unreasonably harming the rights of other shareholders, both at the General Meeting and upon organizing the Issuers management, and shall not abuse his position.

Clause 2

Under the articles of association of the Issuer, it shall not be allowed to grant different types of shares with rights which would result in unequal treatment of shareholders in voting (e.g., requiring agreement from holders of a particular type of shares for purposes of passing a resolution at the General Meeting).

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Clause 3

Issuers shall facilitate the personal participation of shareholders at the General Meeting, but shall not make it difficult for representatives to participate in and vote at the General Meeting. The Issuer shall notify shareholders as precisely as possible regarding the date, time and address of the General Meeting.

If an Issuer itself or by his employees/representatives organizes the representation of a shareholder at a General Meeting, it shall do so in such a manner that the orders given by the shareholder with regard to voting are executed.

The representative of the Issuer shall participate in the General Meeting and shall be accessible to the shareholders during the holding of the General Meeting.