Corporate Governance Statement continued
Reportofthe Reportofthe Financial Other
Contents Overview Executive Board Supervisory Board Statements Information
Attendance list
Each person entitled to vote or otherwise entitled to attend a meeting
or such person's representative shall have to sign the attendance list,
stating the number of shares and votes represented by such person.
Chairman of the AGM
The AGM shall be presided over by the Chairman or the Vice-Chairman
of the Supervisory Board, or in his absence, by one of the Supervisory
Board members present at the meeting, to be designated by them
in mutual consultation. If no members of the Supervisory Board are
present, the meeting shall appoint its own chairman.
Voting
All resolutions of the AGM shall be adopted by an absolute majority
of the votes cast, except for those cases in which the law or the Articles
of Association prescribe a larger majority.
Each share confers the right to one vote. Blank votes shall be considered
as not having been cast.
The Executive Board may determine in the convocation notice that any
vote cast prior to the AGM by means of electronic communication shall
be deemed to be a vote cast in the AGM. Such a vote may not be cast prior
to the record date. A shareholder who has cast his or her vote prior to the
AGM by means of electronic communication remains entitled, whether
or not represented by a holder of a written power of attorney, to participate
in the AGM.
Minutes
The proceedings in the AGM shall be recorded in minutes taken
by a secretary to be designated by the chairman of the meeting, which
minutes shall be signed by the chairman of the meeting and the secretary.
If, in deviation of the above, a notarial record of the proceedings of the AGM
is drawn up, the chairman of the meeting shall countersign the notarial
record. Upon reguest, the record of the proceedings of the AGM shall be
submitted to shareholders ultimately within three months after the
conclusion of the meeting.
Resolutions to be adopted by the AGM
The AGM has authority to adopt resolutions concerning, inter alia,
the following matters:
Issue of shares by the Company or rights on shares (and to authorise
the Executive Board to resolve that the Company issues shares or rights
on shares)
Authorisation of the Executive Board to resolve that the Company
acguires its own shares
Cancellation of shares and reduction of share capital
Appointment of Executive Board members
The remuneration policy for Executive Board members
Suspension and dismissal of Executive Board members
Appointment of Supervisory Board members
The remuneration of Supervisory Board members
Suspension and dismissal of Supervisory Board members
Appointment of the Delegated Member of the Supervisory Board
Adoption of the financial statements
Granting discharge to Executive and Supervisory Board members
Dividend distributions
A substantial change in the corporate governance structure
Appointment of the external auditor
Amendment of the Articles of Association, and
Liguidation.
Resolutions on a major change in the identity or character of the Company
or enterprise shall be subject to the approval of the AGM. This would at least
include (a) the transfer of the enterprise or the transfer of practically the
entire enterprise of the Company toathird party, (b) the entering into or
the termination of a lasting co-operation of the Company or a subsidiary
with another legal entity or company or a fully liable partner in a limited
partnership or general partnership, if such co-operation or termination is of
fundamental importance to the Company and (c) acguiring or disposing of
a participation in the capital of a company by the Company or a subsidiary
amounting to at least one-third of the amount of assets according to the
Company's consolidated balance sheet plus explanatory notes as laid down
in the last adopted financial statements of the Company.
42 Helneken N.V. Annual Report 2015