ARMENIA Law and Practice Contributed by: Hayk Hovhannisyan and Suren Sloyan, HAP
Executive Body (Director or Management Board) The executive body (director or management board) is responsible for daily operations. It can consist of a sole director (CEO) or a collective management board. It implements the decisions of the general meeting and/or the BoD. 3.2 Decisions Made by Particular Bodies Specific corporate bodies in Armenia have defined decision-making powers and specific decisions are reserved exclusively for particular bodies. Typical decisions made by each corporate body are as follows. General Meeting of Shareholders (JSC)/ Participants (LLC) The general meeting of shareholders is the supreme governing body and is responsible for key strategic and ownership-related decisions. It makes exclusive decisions which cannot be delegated to other bodies. It can amend the charter (including changing the company name, registered capital, business activities). It is also responsible for reorganising or liquidating the company, approving annual financial statements and profit distribution and deciding on increases or decreases of charter capital. Additionally, it is responsible for appointing or removing BoD members (if applicable) and appointing/dismissing the executive director if there is no BoD. It can also approve major trans - actions exceeding a certain threshold and take merger, acquisition and restructuring decisions. The BoD The BoD can:
ing it challenging to compare and assess ESG performance accurately. • Stakeholder engagement: effectively engag - ing diverse stakeholders, such as investors, customers, employees and regulators, each with unique expectations, poses a significant challenge in ESG reporting. • Regulatory compliance: keeping abreast of evolving regulations, especially for companies operating in multiple jurisdictions, adds com - plexity to ESG reporting efforts. 3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management The governance and management of a company are primarily regulated by the CC, the LJSC or the LLLC. The principal bodies involved in corporate gov - ernance typically include the following. General Meeting of Shareholders (for JSCs) or Participants (for LLCs) The general meeting of shareholders (for JSCs) or participants (for LLCs) is the supreme govern - ing body of the company. It makes key decisions such as approving financial statements, distrib - uting profits, appointing/removing directors and amending the company charter. The BoD The BoD carries out the general management of the company’s activities, except for those mat - ters that are reserved for the competence of the meeting by the law and the company’s charter.
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