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Additional requirements for Russian EGMs and AGMs

Russia
13/09/2002
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The Russian Federal Commission for the Securities Market recently issued a Directive approving additional requirements concerning the preparation, convocation and holding of General Meetings.

Among the issues that it seeks to regulate are: the procedure for proposing agenda items in advance of the meeting, the compilation of the invitee list and the procedure for making, counting and recording votes.

Further, the new Directive requires each joint-stock company's annual report to include: details of its principal activities during the previous year; a report by the directors; a dividends payment report; details of any new risks or threats to the company's operations; a list of all large-scale transactions and all interested party transactions which have been carried out in the previous twelve months; and information on the company's compliance with the Code of Corporate Conduct.

The Directive applies to both open and closed joint-stock companies and is intended to fill in some of the gaps which exist in the companies legislation. It has been warmly welcomed, particularly by minority shareholders seeking to prevent value dispersion, and it is hoped that its execution will be both consistent and widespread.

For further information please contact David Griston at [email protected] or on +7 095 2585000.

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