ARMENIA Law and Practice Contributed by: Hayk Hovhannisyan and Suren Sloyan, HAP
• determine the main directions of the com - pany’s activities; • convene annual and extraordinary sharehold - ers’ meetings; • approve the agenda of meetings; • approve the year, month, date for compiling the list of shareholders entitled to participate in the meetings and resolve all issues related to the preparation and convening of meetings and reserved for the BoD’s jurisdiction; • approve the administrative and organisational structure of the company; • approve the annual budget and the imple - • establish branches and representative offices, which will be institutions of the company; and • other powers granted by law․ Executive Body (CEO/Management Board) The executive body (CEO/management board) is responsible for the daily operational manage - ment and execution of the company’s strategy, signing contracts and managing business opera - tions and managing employees and implement - ing policies. It is also responsible for: • handling financial transactions within limits set by the BoD or general meeting; • representing the company before third par - mentation of the annual budget; • approve the company’s staff list;
It will take decisions by a vote of the total num - ber of participants in the company by majority unless the law or the articles of association of the company provide for a greater number of votes to make the decision. Amendments to the articles of association and authorised capital require at least a two-thirds majority unless stated otherwise. Reorganisation and liquidation decisions must be unanimous. Decisions of the general meeting of shareholders are adopted by open voting, unless otherwise stipulated by the company’s charter. BoD The BoD is responsible for overseeing the company’s corporate strategy and supervising executive management. The decision-making process of the board is typically governed by the company’s charter and internal board regu - lations. Meetings of the board may be held on a regular basis or convened as extraordinary ses - sions, depending on the needs of the company and procedural rules. For the board to make valid decisions, a quo - rum is generally required. This usually means that more than 50% of the BoD members must be present. Decisions are adopted by a majority vote of the members present, unless the com - pany’s charter prescribes a higher voting thresh - old. In cases where votes are equally divided, the chairperson of the board may hold a casting vote. All board resolutions must be properly docu - mented in the minutes of the meeting and signed by all attending board members. The board may delegate certain decision-making powers to specialised committees or to executive manage - ment, depending on the nature of the matter and
ties, courts and regulators; and • other powers granted by law․ 3.3 Decision-Making Processes
General Meeting of Shareholders/Participants The general meeting of shareholders is the supreme governing body and makes major deci - sions. It will have quorum if it is attended by par - ticipants who hold more than half of the votes of the total number of members of the company.
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