The shareholders’ meeting is the independent
body of the company. It do have the authority to resolve on some of the most
important issues affecting the company, including the appointment and dismissal
of members of the board of directors and amending company’s articles of
There are only two kinds of shareholders’ meetings under French law:
? The ordinary shareholders’ meeting:
It must be held at least once a year in order to approve annual financial
statements and is also very much competent to appoint or dismiss the members of
the board of directors or, the adoption of any decisions requires a majority of
50 % of the shares present or represented at the meeting.
? The extraordinary shareholders’
meeting: It is competent enough to take decisions involving an amendment to the
company’s articles of association (for example, any capital increase, change
of the corporate governance structure
and change in registered office); the adoption of such decisions requires a
majority of two-thirds of the shares present or represented at the meeting.
Mainly the right of a shareholder is the right
to attend & vote at shareholders’ meeting, such right are discussed as
? Each shareholder must be assembled
to the shareholders’ meeting.
? Each shareholder is entitled to
attend meeting in person or video conference,
vote by mail or by email (only if the company’s
articles of association allow) or
be represented by its spouse or by another shareholder, unless the company’s
shares are listed on NYSE. Euronext Paris or on Alternext, in which case the
shareholder can be represented by any person of his/her choice.
A shareholders’ meeting cannot be validly held
unless and until the following quorum is met:
? for an normal shareholders’ meeting,
one-fifth of voting rights (and no quorum if the meeting is convened on second
? for any ordinary shareholders’
meeting, one-quarter of the voting rights (and one-fifth if the meeting is
convened on second notice).
Except for the preferred shares and for shares
with the double voting rights, each share holds the right of one vote. A law
dated on 29 March 2014 provides that shareholders who have been holding their
shares for more than two years automatically receives double voting rights, unless
provided otherwise in the companies bylaws.