GEORGIA Law and Practice Contributed by: Tamar Jikia and Archil Giorgadze, Andersen in Georgia
governance of the legal entity. It holds specific exclusive powers, such as the following: • amendment of company charter; • company liquidation or reorganisation; • approval of financial reports and annual accounts; • election and dismissal of managers and supervisory board members; • increase or reduction of company’s capital; and • distribution and payment of dividends. The management powers can be divided between the two boards – the board of direc - tors and supervisory board. Any executive decision may be made by the board of directors. The directors are further empowered to represent the company before third parties. If the company has established a two-tier structure, it is likely that some mate - rial agreements and material decisions will be subject to approval of the supervisory board. The supervisory board can appoint and dismiss directors. In the one-tier structure, this power lies with the general meeting of shareholders. The decision-making process is as follows. • Agenda – The agenda of the general meet - ing is prepared and distributed to all partners or shareholders at least 14 days before the meeting. 3.3 Decision-Making Processes General Meeting of Shareholders • Quorum – The general meeting is authorised to adopt decisions if attended by partners holding a majority of votes (if not otherwise defined by the charter of the company). If the quorum is not met, a reconvened meeting can
adopt decisions irrespective of the number of attending partners. • Voting – Decisions are made by a majority of votes unless a higher threshold is specified by the charter or the law. • Minutes – The minutes of the general meeting are drawn up within 15 days after the meet - ing and include details of the decisions made, voting results and any objections raised. Ordinary general meetings of the shareholders shall be convened at least once a year. A director or a shareholder or a group of share - holders holding at least 5% of the outstanding shares may call an extraordinary general meet - ing. Board of Directors The process is as follows. • Meetings – The management body holds regular meetings to discuss and make deci - sions on operational matters. The frequency and procedures for these meetings are deter - mined by the charter. • Quorum and voting – Decisions are made by a majority of votes of the members attending the meeting. If votes are equally divided, the vote of the chairperson is decisive. • Documentation – Decisions made by the management body are documented and communicated to relevant stakeholders as necessary. Supervisory Board The process is as follows. • The supervisory board must include at least three members. In public-interest entities, it must include at least one independent mem - ber.
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