ARMENIA Law and Practice Contributed by: Hayk Hovhannisyan and Suren Sloyan, HAP
Documentation Shareholders are entitled to access and obtain copies of documents and information pertinent to the agenda items upon request. These regulations ensure that shareholder meet - ings are conducted transparently and that share - holders can effectively exercise their rights. 5.4 Shareholder Claims Shareholders can bring claims against the com - pany or its directors on various legal grounds. These are primarily governed by the CC and the LJSC. Some of the most common grounds for these claims are as follows. Breach of Fiduciary Duty (Duty of Care and Loyalty) Directors of the company owe a fiduciary duty to the company and its shareholders. Sharehold - ers can claim that the directors breached these duties by: • making decisions negligently by failing to act with due care and diligence; and • making decisions that benefited them person - ally and were to the detriment of the com - pany. Violation of Corporate Governance Rules Directors must adhere to the rules established by the company’s articles of association and corporate governance regulations. Sharehold - ers can submit a claim if: • directors fail to call meetings or issue resolu - tions as required by the company’s governing documents; • decisions are made outside the scope of the company’s objectives or powers; and
ifies otherwise. Notifications can be sent via mail to the shareholder’s address. Agenda The AGM generally addresses the approval of annual reports, balance sheets, profit and loss statements, profit distribution and decisions regarding annual dividends. JSCs Frequency JSCs have to convene an AGM within six months after the end of the financial year as stipulated in their charter. Notice Shareholders must be notified at least 21 days prior to the meeting. Notifications can be deliv - ered through registered letters, personal delivery or electronic methods such as email or applica - tion platforms that confirm receipt. Agenda Typical items include approval of annual reports, balance sheets, profit and loss statements, dis - tribution of dividends, election of board mem - bers, appointment of auditors and decisions on significant transactions. The BoD usually convenes general meetings. However, if the board is not formed or fails to act, shareholders owning at least 10% of the voting shares can request a meeting be convened. Participation rights Shareholders have the right to attend meetings, participate in discussions, vote on agenda items and exercise other rights defined by law and the company’s charter. General Provisions Convening meetings
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