IRAQ Law and Practice Contributed by: Ahmed Al-Janabi and Sarmad Akrawi, MENA Associates in association with AMERELLER
• fixing remuneration of chairman and board members; • discussing and approving the report of the founder/s regarding establishment proce - dures; • electing and dismissing representatives of shareholders within the board of directors; • making decisions on reports from the board of directors or managing director, as well as the auditor; • discussing and approving final accounts; • discussing and approving the proposed annual plan and budget (not applicable to JSCs); • appointing and fixing remuneration of the auditor (not applicable to JSCs); • making decisions on proposals regarding loans, mortgages and securities (for LLCs); • approving the percentage of profits to distrib - ute among members; and • approving employment rules in the case of a mixed joint-stock company. 5.2 Role of Shareholders in Company Management According to the Companies Law, the general assembly of shareholders is the governing body of the company. It is the body which elects and dismisses representatives of shareholders in the board of directors. The general assembly of shareholders also makes decisions on the reports from the man - aging director of the company or board of direc - tors of a JSC, as well as the auditor’s reports. It is also authorised to appoint and determine the wages of an auditor, and approve the company’s final accounts, proposed annual plan and budg - et, except in the case of a JSC. Other matters include decisions on borrowing. In the JSC, the shareholders determine the wages of the board
of directors, including the chairman and deputy chairman. 5.3 Shareholder Meetings Iraqi law does not distinguish between ordinary and extraordinary shareholders’ meetings. The general assembly is required to hold two meetings a year, or once a year if it is a joint stock company, by invitation of the founder(s) of the company (for the constituent meeting held within 30 days of the issuance of the com - pany’s certificate of establishment), chairman of the joint stock company or managing director in other companies, or at the request of members of the company who own at least 10% of the paid-up capital. The meeting may also be called upon by the Registrar or the auditor. General assembly resolutions are passed through a simple majority of votes. Votes may be made in person or by proxy. A proxy may be issued to another shareholder or a third party, and must be deposited with the company three days prior to the meeting. Resolutions may not be passed unless a majority of the members are present. In an LLC, the general assembly may determine appointments, wages and managerial authority, as well as approve budgets and annual plans. In the JSC, the general assembly elects and deter - mines the wages of the board of directors. Decisions by the general assembly are to be kept in a special register and signed by the chairman. The company administration should inform members of their invitation to the meeting or send it to their postal addresses. In a JSC, the invitation to a meeting must be issued in the
411 CHAMBERS.COM
Powered by FlippingBook