Last Updated on May 29, 2021 by LawEuro
Stock Corporation Act (Laws / Regulations of Germany)
Chapter 4
General meeting
Subchapter 1
Rights of the general meeting
Section 118
General provisions
(1) Unless stipulated otherwise by the law, the stockholders shall exercise their rights in matters pertaining to the company at the general meeting. The by-laws may provide, or may grant authority to the management board to provide, that the stockholders may attend the general meeting also without being physically present at the place at which it is being held and without an authorised representative, and that they may exercise the entirety of their rights, or individual of their rights, as a whole or in part, by means of electronic communication.
(2) The by-laws may provide, or may grant authority to the management board to provide, that stockholders may cast their votes also without attending the general meeting, in writing or by means of electronic communication (postal vote).
(3) The members of the management board and of the supervisory board should attend the general meeting. However, the by-laws may provide for certain cases in which the members of the supervisory board may attend by means of video and audio transmission.
(4) The by-laws or the rules of procedure pursuant to section 129 (1) may provide, or may grant authority to the management board or the person chairing the general meeting to provide, that the general meeting may be broadcast by means of video and audio transmission.
Section 119
Rights of the general meeting
(1) The general meeting shall adopt resolutions in the cases expressly determined by law and in the by-laws, particularly as regards the following:
1. The appointment of members of the supervisory board, unless they are to be delegated to the supervisory board or are to be elected as members of the supervisory board representing the employees pursuant to the Employee Co-Determination Act (MitbestG), the Amending Act on Employee Co-Determination in the Iron- and Steel-Producing Industry (MontanMitbestGErgG), the Act on One-Third Employee Representation in the Supervisory Board (DrittelbG), or the Act on Employee Co-Determination in the Case of a Cross-Border Merger (MgVG);
2. The appropriation of the net income;
3. The approval of the actions taken by the members of the management board and of the supervisory board and the granting of discharge to them;
4. The appointment of the auditor of the annual accounts;
5. Amendments of the by-laws;
6. Measures serving the procurement of capital and the reduction of capital;
7. The appointment of auditors who are to audit actions taken and events occurring in the course of the company’s formation or of the management of its affairs;
8. The dissolution of the company.
(2) The general meeting may take a decision regarding matters of the management of the company’s affairs only if the management board so demands.
Section 120
Approval of actions and granting of discharge; vote on the remuneration system
(1) Every year in the first eight (8) months of the financial year, the general meeting shall adopt a resolution regarding the approval of the actions taken by the members of the management board and the approval of the actions taken by the members of the supervisory board, and the discharge to be granted to them. A separate vote is to be taken regarding the approval of the actions by an individual member, and the discharge granted to same, should the general meeting resolve that this be done, or should a minority so demand whose shares of stock, in the aggregate, are at least equivalent to one tenth of the share capital, or to a stake of one million euros.
(2) By approving the actions taken and granting discharge, the general meeting endorses the management of the company by the members of the management board and of the supervisory board. The approval and discharge does not entail any waiver of claims to compensation.
(3) The deliberations regarding the approval of actions and granting of discharge should be tied to the deliberations regarding the appropriation of the net income.
(4) The general meeting of a company listed on the stock exchange may adopt a resolution regarding the endorsement of the system governing the remuneration of the members of the management board. The resolution shall not establish any rights or obligations; in particular, the duties of the supervisory board pursuant to section 87 shall remain unaffected thereby. No avoidance pursuant to section 243 may be sought regarding the resolution.
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