Brazilian Companies have until April 30 to hold the annual shareholder´s general meeting. With the legal easing, in the midst of the Covid-19 pandemic, the holding of meetings can be in digital, semi-presential or presential form, facilitating the meetings. However, the Brazilian authorities have not yet released any flexibility regarding the deadline, as it happened in 2020 due to the COVID-19 pandemic. The purpose of the meeting is to:
• discuss the management’s report, exam and vote the company´s financial statements;
• approve the destination of the net profit and distribution of dividends;
• appoint the directors and the members of the board of auditors, if the case may be.
It is important to start preparations soon. Before the meeting actually takes place, Corporations, for example, may have to comply with a series of preparatory acts, such as publication of certain documents, such as financial statements.
The Brazilian Securities and Exchange Commission (CVM) has been rigidly inspecting and has emphasized the importance of the annual general meeting, as in January of this year it condemned the executives of Companhia Aurífera Brasileira S.A. to the payment of a fine of R$ 150,000.00 for irregularities and for not taking the necessary measures to carry out the annual meeting.
More than a formality, examining, discussing and voting on the financial statements of companies are legal obligations, which go beyond the risk of eventual inspection, as the annual meetings allows shareholders to analyze the acts of the managers and request clarification of the obligations undertaken by the executives.
* Intern Marina Torres de Faria has contributed to the article.