Fabege's supreme governing body is the Annual General Meeting (AGM), where every shareholder has a right to participate. All shareholders have the right to have a matter taken up for consideration by the AGM.
The Annual General Meeting's duties
The AGM's duties include:
- electing the Company's board and the Chairman of the Board,
- adopting the Company's balance sheets and income statements,
- deciding and appropriating the result of the Company's business,
- deciding on whether to grant discharge of liability to the members of the Board of Directors and the CEO,
- electing the Company's auditors and decides on the auditors' fees and
- deciding on increases or decreases in share capita.
The AGM can also make amendments to the Company's Articles of Association. Further, the AGM sets directors' fees and approves the principles of compensation and other terms of employment for the Company's management.
At the AGM, every shareholder, as a main rule, has the right to vote for all of his/her shares. Decisions by the AGM are made by simple majority of available votes. However, to protect the interests of small shareholders, certain decisions must be made by a qualified majority of the available votes and shares represented at the meeting. In addition, as a general minority protection rule, the AGM may not make decisions that can improperly benefit certain shareholders over others, to the detriment of the Company or other shareholders.