Temporary provision on powers of attorney issued by shareholders to their representatives to participate in the general meeting of shareholders. Meeting of shareholders of a joint stock company, participation by proxy

TEMPORARY PROVISION

on powers of attorney issued by shareholders to their representatives

to participate in the General Meeting of Shareholders

This Regulation has been developed on the basis of the Federal Law of the Russian Federation "On joint stock companies" and the Civil Code of the Russian Federation and is valid until the General Meeting of Shareholders of JSC "___________" adopts the Regulations on the procedure for preparing and holding General Meetings of Shareholders (Regulations of the General Meeting of Shareholders) or another document regulating the procedure for preparing and holding General Meetings of Shareholders.

The right to participate in the General Meeting of Shareholders is exercised by the shareholder both personally and through his representative.

1. PROCEDURE FOR CERTIFICATING A POWER OF ATTORNEY

1.1. The shareholder's representative at the General Meeting of Shareholders acts on the basis of a written authority (power of attorney) issued by the shareholder.

1.2. A power of attorney for participation in the work of the General Meeting must be certified by a notary or in another way provided for by law and these Regulations.

1.3. Power of attorney on behalf of the shareholder - legal entity issued under the signature of its head or another person authorized to do so by the constituent documents, with the seal of this organization attached.

1.4. Power of attorney on behalf of the shareholder - individual who is a citizen Russian Federation, can be certified by the organization in which the shareholder works or studies, the housing maintenance organization at his place of residence, or the administration of the inpatient medical institution in which he is being treated.

1.5. Upon presentation of a power of attorney certified by the organization in which the shareholder works, the shareholder's representative must provide a document confirming the existence of the shareholder's employment relationship with the relevant enterprise or organization at the time of issuance of the power of attorney (a certified extract from work book, a certified copy of the work book, certificate, etc.). This requirement does not apply to shareholders who are employees of JSC "_____________".

1.6. Upon presentation of a power of attorney certified by the organization in which the shareholder is studying, the shareholder’s representative must present a certificate issued by the educational institution confirming the fact that the shareholder is studying in the relevant educational institution at the time of issuance of the power of attorney.

1.7. Upon presentation of a power of attorney certified by the administration of an inpatient medical institution, the shareholder's representative must present a certificate issued by the medical institution confirming the fact that the shareholder was undergoing treatment in the relevant medical institution at the time the power of attorney was issued.

1.8. Shareholders who are foreign citizens (nationals) issue powers of attorney in accordance with the legislation of the relevant state. The power of attorney of such a shareholder must be properly legalized and translated into Russian. The translation is certified by a notary. Powers of attorney issued by shareholders - foreign legal entities - are certified in the same manner.

1.9. The power of attorney of a shareholder - an individual who does not have documents confirming citizenship (who is a stateless person) must be certified by a notary.

1.10. Powers of attorney issued by shareholders who have an employment relationship with JSC "___________" are certified by the Manager or a person replacing him. Powers of attorney issued by shareholders who are on a voyage and who do not have the opportunity to certify the power of attorney from the Manager before the start of the General Meeting of Shareholders can be certified by the captain of the corresponding vessel. In this case, the text of the power of attorney can be transmitted to JSC "___________" by radiogram or other means of communication.

1.11. If a company share is in common shared ownership of several persons, then voting powers at the General Meeting of Shareholders are exercised at their discretion by one of the participants in the common shared ownership or their common representative. The powers of each of these persons must be formalized in the manner prescribed by these Regulations.

1.12. The power of attorney (or its notarized copy) is attached to the materials of the relevant General Meeting of Shareholders.

2.1. A power of attorney issued by a shareholder must contain the following information:

2.1.1. Information about the subject:

a) for individuals: last name, first name, patronymic, passport details (series, number, date of issue, indication of the authority that issued the passport), place of residence;

b) for legal entities: full official name, registration number, location, telephone, postal address.

2.1.2. Information about the representative: last name, first name, patronymic, passport details (series, number, date of issue, indication of the authority that issued the passport), place of residence.

2.1.3. Data on the number and type of shares owned by the shareholder, indicating the registration number of the corresponding issue of shares.

2.1.4. Information on the scope of powers granted by the shareholder to his representative (the right to attend the General Meeting, discuss agenda items, vote on agenda items). The power of attorney may contain specific instructions on the method of voting on a particular issue.

2.1.5. Information about which General Meeting of Shareholders the representative has the right to participate in (annual, extraordinary meeting; meeting held on specific issues, on a specific day, etc.).

2.1.6. The date of issue of the power of attorney and its validity period.

Note:

1. A power of attorney may be issued for a period of no more than three years.

2. A power of attorney that does not have an issue date is invalid.

3. A power of attorney that does not contain information about the validity period has legal force for one year from the date of issue.

3. GROUNDS FOR RECOGNITION OF POWER OF ATTORNEY

VOID

3.1. The power of attorney has no legal force in the following cases:

If the power of attorney is certified by an unauthorized person;

If the power of attorney does not have an issue date;

If the power of attorney does not contain the necessary information about the shareholder, the number and type of shares owned by the shareholder;

If the power of attorney does not contain all necessary information about the person in whose name the power of attorney was issued;

In other cases established by law.

3.2. If two or more persons with powers of attorney from one shareholder arrived to participate in the work of the General Meeting of Shareholders, in the prescribed manner have not been cancelled, a representative with a later date of issue of the power of attorney is allowed to participate in the General Meeting. If all issued powers of attorney have the same issue date, a person designated by the shareholder as his proper representative is allowed to participate in the General Meeting. An application for admission of the relevant person to participate in the General Meeting of Shareholders must be made in writing. In the absence of such an instruction from the shareholder, no representative is allowed to participate in the General Meeting of Shareholders.

3.3. The power of attorney has no legal force if it is revoked by the shareholder. An application to revoke a power of attorney can be made in notarized form or certified in the manner prescribed for issuing a power of attorney. A shareholder has the right to cancel a previously issued power of attorney by submitting a written application to the Board of Directors of JSC "_________". An order to revoke previously issued powers of attorney may be included in a new power of attorney issued by the shareholder.

3.4. The shareholder has the right at any time to replace his representative at the General Meeting of Shareholders or to remove the representative from participation in the work of the General Meeting and personally take part in the work of the General Meeting. An application for removal (replacement) of a representative must be made in writing and submitted to the working bodies of the General Meeting of Shareholders.

Chairman of the Board of Directors ________ (________________)

There is one of the fairly common ways of doing business by creating a joint stock company (JSC). The owners of shares in it are the founders, or pre-appointed people. Supreme body management in the organization - the board of shareholders. By various reasons The shareholder may not always be present at the meetings, but can send a person representing his interest. At the general meeting of shareholders, the authorized party performs duties and powers, based on the laws of the federation or acts drawn up by the state or district administration, or by a power of attorney in simple written form, or certified by a notary. The power of attorney must indicate the passport details of the principal and the representative. For legal entities - information about the place of residence, documents for the enterprise. Requirements for transfer of trust are specified in the Civil Code of the Russian Federation (clauses 3 and 4 of Article 185.1).

What can you trust?

Status in a joint-stock company is expressed as a percentage of securities (shares). They confirm the rights and obligations of the owner. By type and category of securities, a shareholder has the rights:

• raise new questions at the meeting of founders;
• propose potential candidates for admission to the JSC;
• convene a meeting out of turn and not on time, conduct inventories, checks, etc.;
• the owner is warned about meetings and their results;
• find out the progress of the meeting, get acquainted with its minutes and changes in the list of participants;
• discuss and comment on meeting topics;
• vote when making decisions;
• take away the interest and part of the property of the joint-stock company in the event of its closure;
• conduct legal proceedings in relation to the JSC.

These rights can be transferred in whole or in part at will. When drawing up the form, it is necessary to clearly formulate exactly what rights are being transferred, specifying all the nuances. Otherwise, the representative will simply sit and listen to the agenda, will be able to comment on it, but will not be authorized to sign or refute the decisions of the remaining shareholders. To avoid such stupid mistakes, it is enough to be specific regarding your responsibilities. Depending on the intention of the shareholder, their range can be complete (carte blanche) or reduced to a minimum.

For example, in the power of attorney columns you can indicate that the proxy is authorized to:

• take an active part in absolutely all types of activities of the JSC;
• exercise the right to everything except receiving interest upon closure of the organization. Or, for example, in addition to recommending new candidates;
• cast your vote and discuss only on certain agenda items.

What to consider when drawing up a power of attorney?

To resolve some issues, several representatives may be needed (lawyer, accountant, experienced manager for consultations, etc.). Here the option of several proxies per meeting participant is acceptable. The norm and option is when one citizen protects and bears the interests of several shareholders of a joint-stock company. Let us note here that when drawing up an agreement on the transfer of rights marked “on a permanent basis”, there is no need to indicate the percentage of shares, since its number is not constant and can change during the validity of the power of attorney. The Civil Code of the Russian Federation allows for the certification of powers of attorney by various organizations if the transferor of rights is employed in it or is temporarily attached. This can also be done by the administrative department or the head physician of the hospital where the shareholder is undergoing treatment, or by the chairman’s committee of the housing department at the place of registration.

A power of attorney from a legal entity (owner) must contain his seal and signature. The validity period of the document is indicated at the request of the principal. If this column is not indicated, it is considered valid 365 days after the date of signing. Notarization of a power of attorney is mandatory both when transferring rights to participate in a meeting of shareholders and when alienating one’s share from the property of a joint-stock company. This will guarantee security in the legal field and will minimize the possibility of fraud and will prove the legality of the principal’s actions in court. In addition, the lawyer will always carefully monitor the correctness of registration and indication of the date of issue. If this point is omitted, the power of attorney will be invalid. This once again confirms that literacy and safety come first. Moreover, the notary can come to the parties to the agreement at their location if they are unable to appear on their own.

Good afternoon

According to the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies,” the right to participate in the general meeting of shareholders is exercised by the shareholder both personally and through his representative. The shareholder's representative at the general meeting of shareholders acts in accordance with the powers based on a power of attorney drawn up in writing. The power of attorney for voting must contain information about the person represented and the representative (for an individual - name, details of the identity document (series and (or) number of the document, date and place of its issue, authority that issued the document), for a legal entity - name, information about the location). A power of attorney for an individual to vote must be certified by a notary (Article 57 of the Law).

According to Art. 53 “On Joint-Stock Companies”, shareholders (shareholder), who are collectively the owners of at least 2 percent of the company’s voting shares, have the right to include issues on the agenda of the annual general meeting shareholders and nominate candidates to the board of directors (supervisory board) of the company, the collegial executive body, the audit commission (auditors) and the counting commission of the company, the number of which cannot exceed the quantitative composition of the relevant body, as well as a candidate for the position of sole executive body.

Such proposals must be received by the company no later than 30 days after the end of the financial year, unless the charter of the company stipulates more late date.

If the proposed agenda for an extraordinary general meeting of shareholders contains the issue of electing members of the board of directors (supervisory board) of the company, shareholders or a shareholder who collectively own at least 2 percent of the voting shares of the company have the right to propose candidates for election to the board of directors ( supervisory board) of the company, the number of which cannot exceed the quantitative composition of the board of directors (supervisory board) of the company.

If the proposed agenda for an extraordinary general meeting of shareholders contains the issue of establishing a sole executive body of the company and (or) early termination of the powers of this body in accordance with paragraphs 6 and 7 of Article 69 of the Law, shareholders or a shareholder who are collectively the owners of at least than 2 percent of the voting shares of the company, has the right to nominate a candidate for the position of the sole executive body of the company.

The proposals specified in this paragraph must be received by the company at least 30 days before the date of the extraordinary general meeting of shareholders, unless a later date is established by the company's charter.

A proposal to include issues on the agenda of the general meeting of shareholders and a proposal to nominate candidates are made in writing, indicating the name (name) of the shareholders (shareholders) representing them, the number and category (type) of shares owned by them and must be signed by the shareholders (shareholder).

A proposal to include issues on the agenda of the general meeting of shareholders must contain the wording of each proposed issue, and a proposal to nominate candidates - the name and details of the identification document (series and (or) number of the document, date and place of its issue, the authority that issued the document) , each proposed candidate, the name of the body to which he is proposed for election, as well as other information about him provided for by the charter or internal documents of the company. A proposal to include issues on the agenda of a general meeting of shareholders may contain the wording of a decision on each proposed issue.

If the proposed agenda for the general meeting of shareholders contains the issue of reorganizing the company in the form of a merger, spin-off or division and the issue of electing the board of directors (supervisory board) of the company, created by reorganization in the form of a merger, spin-off or division, a shareholder or shareholders who collectively own at least 2 percent of the voting shares of the reorganized company have the right to nominate candidates to the board of directors (supervisory board) of the created company, its collegial executive body, the audit commission or a candidate for auditors, the number of which cannot exceed the quantitative composition of the relevant body indicated in the notice of holding a general meeting of shareholders of the company in accordance with the draft charter of the company being created, and also nominate a candidate for the position of the sole executive body of the company being created.

If the proposed agenda for the general meeting of shareholders contains the issue of reorganizing the company in the form of a merger, the shareholder or shareholders who collectively own at least 2 percent of the voting shares of the reorganized company have the right to nominate candidates for election to the board of directors (supervisory board) of the newly created company. through reorganization in the form of a merger of a company, the number of which cannot exceed the number of members of the board of directors (supervisory board) of the company being created, elected by the relevant company, indicated in the notice of holding a general meeting of shareholders of the company in accordance with the merger agreement.

Proposals to nominate candidates must be received by the reorganized company no later than 45 days before the date of the general meeting of shareholders of the reorganized company.

In relation to represented individuals: a power of attorney certified by the organization in which such a person works or studies or by the administration of the inpatient medical institution in which he is being treated (clause 4 of Article 185.1 of the Civil Code of the Russian Federation). In addition, paragraph 2 of Art. 185.1 of the Civil Code of the Russian Federation establishes cases in which powers of attorney certified by those specified in it officials, are equal to notarized ones (when, due to the specifics of the place of execution of powers of attorney, there are no notaries or other bodies performing notarial acts).

It should be noted that the law does not prohibit the issuance by several shareholders (participants) of a company of powers of attorney to participate in the general meeting of shareholders (participants) of the company to the same person.

Also, the legislation does not limit the possibility of representation on behalf of some shareholders (participants) of the company by other shareholders (participants) of the company.

In cases where the law prohibits voting with shares of a particular category of shareholders, such a restriction applies to these shareholders themselves, but not to their representatives. For example, by virtue of clause 6 of Art. 85 of the Law on JSC, shares owned by members of the board of directors (supervisory board) of the company or persons holding positions in the management bodies of the company cannot participate in voting when electing members of the audit commission (auditor) of the company. However, the corresponding restriction does not mean that a member of the board of directors (supervisory board) of the company or a person holding a position in the management bodies of the company does not have the right, when electing members of the audit commission (auditor) of the company, to represent other shareholders to whom such a restriction does not apply. Being a representative, such a person exercises the right to participate in voting of another person, voting not with his own shares, but with the shares of the principal.

The law does not directly establish the consequences of violating, when voting at a general meeting of shareholders (participants) of the company, the duty of the representative to act in good faith in the interests of the represented (clause 3 of Article 1 of the Civil Code of the Russian Federation) (for example, in the case of approval of a obviously unprofitable transaction contrary to the interests of the shareholder). Legal consequences described in paragraph 2 of Art. 174 of the Civil Code of the Russian Federation cannot be applied to the relevant legal relations. It can only be noted that the decision adopted by the general meeting of shareholders (participants) of the company is assessed for validity not only from the point of view of compliance with the procedure for its adoption, but also taking into account the presence of defects in content, expressed in violation of the requirement not to abuse the right when making such a decision ( see, for example, paragraph 5 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated November 25, 2008 N 127, resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated April 6, 2010 N 17536/09, dated April 27, 2010 N 67/10). An agreement, during the execution of which there was a violation of such a requirement, is recognized as void by virtue of Art. 10, Civil Code of the Russian Federation (see, for example, Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated November 30, 2010 N 10254/10).

In addition, the principal has the right to demand from the attorney compensation for losses caused by improper execution of the order (Article 15, Civil Code of the Russian Federation).

If a representative voted in excess of the powers provided for by the power of attorney, his vote is not taken into account when summing up the voting results. At the same time, decisions of the general meeting of shareholders (participants) of the company, adopted in the absence of a quorum for holding such a meeting or without the majority of votes necessary to make a decision, are not valid, regardless of their appeal in court (clause 10 of article 49 of the Law on JSC, p. 6 Article 43 of the LLC Law).

Civil legislation does not directly indicate the possibility of issuing a power of attorney with the right to make decisions on issues within the competence of the entire management body of a business company by the sole participant (shareholder) of such a company. However, this does not mean that the sole participant or shareholder of the company does not have the right to authorize another person to make relevant decisions by issuing him a power of attorney, since participation in the general meeting of participants (shareholders) and decision-making by the sole participant (shareholder) are ways of exercising the right to participate in management of a business company (

Extract from the Federal Law “On Joint Stock Companies” (Article 57. Procedure for participation of shareholders in the general meeting of shareholders)

1. The right to participate in the general meeting of shareholders is exercised by the shareholder both personally and through his representative.
A shareholder has the right at any time to replace his representative at the general meeting of shareholders or to personally participate in the general meeting of shareholders.
The shareholder's representative at the general meeting of shareholders acts in accordance with the powers based on the instructions of federal laws or acts of authorized state bodies or local governments or a power of attorney drawn up in writing.
The power of attorney for voting must contain information about the person represented and the representative (for an individual - name, details of the identity document (series and (or) number of the document, date and place of its issue, authority that issued the document), for a legal entity - name, information about the location). The power of attorney for voting must be executed in accordance with the requirements of paragraphs 3 and 4 of Article 185.1 of the Civil Code of the Russian Federation or certified by a notary.
2. If a share is transferred after the date of compilation of the list of persons entitled to participate in the general meeting of shareholders and before the date of the general meeting of shareholders, the person included in this list is obliged to issue the acquirer a power of attorney for voting or vote at the general meeting in accordance with the instructions the acquirer of shares, if this is provided for in the agreement on the transfer of shares.
3. If a company share is in the common shared ownership of several persons, then the powers to vote at the general meeting of shareholders are exercised at their discretion by one of the participants in the common shared ownership or their common representative. The powers of each of these persons must be properly formalized.

Excerpt from the Civil Code of the Russian Federation (Article 185.1. Certification of power of attorney)

1. Power of attorney for transactions requiring a notarial form, for filing applications for state registration rights or transactions, as well as to dispose of registered in state registers rights must be notarized, except as otherwise provided by law.
2. The following are equivalent to notarized powers of attorney:
1) powers of attorney of military personnel and other persons undergoing treatment in hospitals, sanatoriums and other military medical institutions, which are certified by the head of such institution, his deputy for medical affairs, and in their absence, the senior or duty doctor;
2) powers of attorney of military personnel, and at points of deployment military units, formations, institutions and military educational institutions where there are no notary offices and other bodies performing notarial acts, as well as powers of attorney of employees, members of their families and family members of military personnel, which are certified by the commander (chief) of these units, formations, institutions or establishments;
3) powers of attorney of persons in places of deprivation of liberty, which are certified by the head of the corresponding place of deprivation of liberty;
4) powers of attorney of adult capable citizens living in stationary organizations social services, which are certified by the administration of this organization or the head (his deputy) of the relevant body social protection population.
3. Power of attorney to receive wages and other payments related to labor relations, for receiving remuneration to authors and inventors, pensions, benefits and scholarships or for receiving correspondence, with the exception of valuable correspondence, can be certified by the organization in which the principal works or studies, and the administration of the inpatient medical institution, in where he is undergoing treatment.
Such a power of attorney is certified free of charge.