Changes in the procedure for absentee ballots on items on the agenda of general meeting in joint-stock companies

Pepeliaev Group advises that there have been changes in the procedure for absentee ballots on items on the agenda of general meetings in joint-stock companies. This is linked to the adoption of Federal Law No. 50-FZ[1].

In accordance with article 2 of Federal Law No. 50-FZ, a general meeting whose agenda includes items set out in article 50(2) of the Federal Law “On joint-stock companies”[2] can be held in 2020 using absentee ballots further to a resolution of the board of directors (supervisory board).

With the adoption of Federal Law No. 50-FZ, the prohibition is suspended on holding a general meeting using absentee ballots when the agenda includes the following items:

• the election of the board of directors (supervisory board);
• the election of the audit commission;
• the approval of the auditor;
• the approval of the annual report and of the annual financial statements, provided that their approval is not reserved to the board of directors (supervisory board).

Hence, until the end of 2020, any general meeting of shareholders (including any annual meeting) can be held using absentee ballots, regardless of the items on the agenda. Nevertheless, to rule out the risks associated with holding a general meeting of shareholders using absentee ballots, the following specific features of such general meeting should be borne in mind:

1. the relevant general meeting of shareholders can be held using absentee ballots only until 31 December 2020;
2. it is permitted for a general meeting of shareholders to adopt resolutions on the above items only further to a relevant resolution adopted by the board of directors.

Help from your adviser

Pepeliaev Group’s specialists have significant experience in advising on corporate law issues and are ready to provide legal support regarding the holding of a general meeting of shareholders using absentee ballots, as well as regarding other legal issues.

[1] Federal Law No. 50-FZ dated 18 March 2020 "On the acquisition by the Russian Government of ordinary shares in public joint-stock company Sberbank of Russia from the Russian Central Bank and on repealing certain items of Russian legislation".
[2] Federal Law No.-208-FZ “On joint-stock companies” dated 26 December 1995.