The shareholders exercise the highest authority in BWG Homes through the general meeting. The Board of directors takes steps to ensure the general meeting is an effective forum for the views of shareholders and the Board.
Notice
All shareholders are entitled to submit business for consideration, attend, address the meeting, and vote at a general meeting on condition that the acquisition of the shares has been recorded in the shareholder register (VPS) no later than the fifth business day prior to the general meeting. The annual general meeting of shareholders is held before 30 June. The 2010 AGM will be held on 27 May. The financial calendar is published as a stock exchange notice, in the annual report and on the company’s website.
An extraordinary general meeting may be called by the Board of directors at any time. The BWG Homes’ auditor or shareholders representing at least five per cent of share capital may request the convening of an EGM.
Notice of the general meeting must be made in writing to all the shareholders with a known address no later than 21 days before the date of the meeting. Notice, supporting documents, resolution proposals, the recommendations of the nomination committee, registration and proxy forms will be made avail-able for the shareholders on the company’s website and published as a stock exchange announcement no later than 21 days before the date of the meeting. A shareholder may nonetheless request that documents concerning matters to be considered at the general meeting be sent to him or her. This provision is stipulated in the company’s Articles of Association. The documents will include all the necessary information to enable shareholders to form a view on business that will be dealt with.
The notice will indicate the procedure relating to proxies, use of the proxy form and the nominated person(s) who will be available to vote on behalf of shareholders as their proxy. The proxy form is drawn up so that separate voting instructions can be given for each matter to be considered by the meeting and each of the candidates nominated for election. The notice will also give information on the shareholders’ entitlement to submit resolution proposals on business to be considered by the general meeting, and the website address at which the notice and documents are available. The deadline for registration expires no earlier than three days before the date of the meeting.
Attendance
It is stipulated in the company’s Articles of Association that the right to attend and vote at a general meeting can only be exercised if the acquisition of the shares has been recorded in the shareholder register (VPS) no later than the fifth business day prior to the general meeting. Registration for the general meeting must be sent in writing, by post, e-mail or fax. Shareholders who are unable to attend may vote by proxy. The proxy may be applied to each item of business dealt with. The Board of directors, chairman of the nomination committee, auditor, CEO and CFO all participate in the general meeting.
Implementation
The general meeting elects a chairman of the meeting who is independent of the Board and management. The annual general meeting will approve the annual accounts and determine the fees to Board members. The general meeting elects the members of the nomination committee, and then the chairman of the committee in a separate election. The meeting also elects the Board’s shareholder-elected members, and then the chairman of the Board and the deputy chairman in a separate election. There is voting on each individual candidate.
The general meeting also deals with matters which it is required to consider by law or the company’s articles of association. The CEO reports on the company’s status. The minutes of the general meeting are published as a stock exchange notice, and are also available on the company’s website.