The general meeting of shareholders – Corporate governance
The Company’s General Meeting of Shareholders has the authority to approve certain Executive Board decisions. These decisions, which are stipulated in the Articles of Association, are major decisions relating to the operations, legal structure and financial structure of the Company (and the companies in which it holds shares) as well as decisions related to major investments.
The most important other authorities of the General Meeting of Shareholders are:
- adoption of the Company’s financial statements and profit appropriation;
- discharging the members of the Executive Board for their management and the members of the Supervisory Board for their supervision of the Executive Board;
- adoption of the dividend;
- adoption of the remuneration policy for the Executive Board and the remuneration of the Supervisory Board members;
- appointment and dismissal of the external auditor;
- amendments to the Articles of Association; and
- issuing of shares, exclusion of the application right, authorisation to repurchase the Company’s own shares, reduction of the paid up capital, dissolution and application for bankruptcy.
During the Company’s General Meeting of Shareholders the Board of the Cooperative exercises its voting rights on behalf of the Cooperative. In respect of a number of major shareholders’ decisions, stipulated in the Cooperative’s Articles of Association, the Board exercises its voting rights with the prior approval of the Cooperative’s Member Council.