3.2.1 General meeting of stockholders
General Meeting of Stockholders is the supreme governing body of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals. The Charter of the Company includes the following aspects into its purview:
- Revision, restatement and amendment of the Charter or adoption of the Charter in a new version;
- Restructuring of the Company;
- Definition of quantity, par value, category (class) of authorized stock and rights attached to the stock.
The exhaustive list of the General Meeting’s purview is described in clause 10.2, article 10 of the Company’s Charter. Aspects comprising the General Meeting’s purview cannot be delegated to the Board of Directors, Executive Board and General Director of the Company. The General Meeting is not entitled to examine and decide on aspects that are not affirmed as its competence by the Federal Joint-Stock Companies’ Law. The Charter and Regulations on the General Meeting of Stockholders stipulate preparation and conduct of the general meetings of stockholders of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals.
Guided by recommendations of the Corporate Governance Code, the Company strives to provide its stockholders with a large variety of materials during arrangement of the general meeting to enhance feasibility of their decisions, including but not limited to position of the Board of Directors with regard to the meeting agenda, charts and tables for comparison of the current versions and to-be-introduced revisions of the Company’s bylaws. All materials are posted on the Company’s official web-site and Interfax newswire web-page within 30 days prior to the General Meeting of Stockholders to provide a just-in-time unhindered access to them for proper examination.
The Regulations on the General Meeting of Stockholders stipulate, in an easy-to-understand manner, the mechanics of the meeting, with stockholders permitted to discuss the agenda items and address relevant questions. Votes regarding agenda items of the General Meeting are tallied by the counting board. Its functions are performed by the independent registrar of the Company.
The Company’s annual general meeting of stockholders was conducted on May 31, 2018. Stockholders decided to adopt the Company’s annual report and annual accounting statements (including but not limited to profit and loss statements), to distribute FY2017 net profit; adopt payout deadlines and form of FY2017 dividend; to elect the Board of Directors and Board of Internal Auditors, to approve the Company’s auditor, to adopt several amended and restated bylaws (Regulations on the Board of Directors, Executive Board, remunerations and compensations paid to the Board of Internal Auditors). Minutes of the General Meetings of Stockholders are posted at General Meeting of Stockholders Section of the corporate web-site (Main/About us/Governing and Oversight Bodies/General Meeting of Stockholders).