Ordinary shareholders' meetings are usually held during the month of June to approve the accounts and the distribution of the previous year's results. It is convenient to review some aspects related to the call of these meetings, in order to avoid conflicts.
The matters to be discussed by the Board are not normally decided within the Board, but have been previously fixed.
This is so, inasmuch as the partners or shareholders must know sufficiently in advance the aspects to be deliberated upon in order to be able to participate in the deliberation with sufficient knowledge.
This requirement is expressly established in Article 172 of the Capital Companies Act and is instrumented through the "agenda", which is a list of the matters to be discussed at a Meeting and which is sent in advance by the person convening the Meeting to those who must participate in it.
The agenda therefore defines the deliberative scope of the General Meeting, so that the general rule is that the General Meeting cannot validly adopt resolutions on matters that are not included in the agenda.
The agenda is an essential tool to enforce the shareholders' right to information regulated in Article 197 of the Capital Companies Act, understood as the right of the shareholder to request in writing up to the seventh day prior to the date scheduled for the Meeting or verbally during the Meeting (if this cannot be done at that time, the shareholder must be informed within seven days after the Meeting is held), the reports or clarifications they deem necessary regarding the matters included in the agenda.
Said power or right of the shareholder finds a correlative obligation on the part of the administrators to provide the information, unless such information is unnecessary for the protection of the rights of the shareholder, or there are objective reasons to consider that it could be used for purposes unrelated to the company or its publicity would be detrimental to the company or to the group to which it belongs.
On the other hand, information is necessary in order to have adequate knowledge of the matters to be discussed at the General Meeting and to be able to adopt a duly grounded decision, hence the importance of the agenda for the efficient operation of the Meeting.
The content of the Meeting deals with aspects related to the future of the company, i.e., it must be of a social nature, either in what affects the purely internal or corporate order, or its external relations with third parties.
Last but not least, the General Meeting decides on matters within its own competence. The principle of competence is nowadays configured as an element delimiting the scope of action of each necessary body of the corporate entity. However, despite its importance, the legislator has not been very precise in defining the competences attributed to each of the corporate bodies, which raises important problems when establishing these competences, problems that are dealt with in the following section.
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