BAHRAIN Law and Practice Contributed by: Noor Radhi, Fatima Alali and Saifuddin Mahmood, Hassan Radhi & Associates
Ordinary General Meeting The Ordinary General Meeting of sharehold - ers convenes at the invitation of the chairman of the board of directors at the time and venue specified in the company’s constitutional docu - ments. The meeting must convene at least once per year during the three-month period follow - ing the end of the company’s fiscal or financial year in case of listed companies and companies licensed by the CBB, and during the six-month period following the end of the company’s finan - cial year for companies not listed on the Bahrain Bourse or licensed by the CBB. The invitation to convene the Ordinary General Meeting of share - holders must be sent to the shareholders, and in the case of a public joint stock company, the invitation is required to be published in at least two daily local newspapers and one of them at least to be in Arabic and the other in English. The minimum notice period is 21 days and the notice of the meeting must include the agenda of the meeting. Copies of the invitation documents must also be forwarded to the Ministry of Indus - try and Commerce at least ten days before the Ordinary General Meeting. The Ordinary General Meeting is presided over by the chairman of the board of directors or their deputy or whoever is delegated by the Ordinary General Meeting. Validity The Ordinary General Meeting shall not be valid unless it is attended by a number of sharehold- ers who have the right to vote and representing more than half the capital of the company. If this quorum is not attained, an invitation is required to be sent for a second meeting to be held for the same agenda within seven to 15 days from the date fixed for the first meeting.
Obligations: • payment of accrued instalments and delay interests following the expiration of the date thereof without the need for serving a notice upon them; • payment of expenses incurred by the com - pany in collecting unpaid instalments and sale of shares; • refraining from any action intended to cause harm to the company; and • execution of any decision legally passed by the general meeting. 5.2 Role of Shareholders in Company Management The general meeting of the shareholders is the ultimate decision-making authority in the com - pany. The company’s Constitutional Documents spec - ify the extent of the board of directors’ powers in the company. Some decisions require the approval of the general assembly, such as the decisions set out in 3.2 Decisions Made by Par- ticular Bodies . The involvement of shareholders in the com - pany’s management and participation in con - trolling the activities of the directors is through their participation in the general meetings and There are two types of general meetings of the shareholders of a company – an Ordinary General Meeting and an Extraordinary General Meeting – each with different scope of powers. To ensure that all shareholders are allowed the same opportunity to participate in the general meetings, there are specific provisions regarding invitation to the meetings. the decisions made therein. 5.3 Shareholder Meetings
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