Can an accountant attend your general shareholders meeting?
In springtime a number of general shareholders meetings take place. The question who can attend the meeting is governed by the articles of association and the Company Law Code. We wonder whether the company's accountant can attend the general shareholders meeting. In any case he should follow the rights and obligations of the Company Law and his professional and deontological rules.
Attending the general shareholders meeting: right or obligation?
There are three kinds of general shareholders meetings: the ordinary general shareholders meeting or annual meeting deciding on the approval of the annual accounts and giving discharge to the management and supervisory directors; the extraordinary general shareholders meeting deciding on proposals to amend the articles of association and any other extraordinary general shareholders meeting which does not coincide with the ordinary general shareholders meeting and is not deciding on any amendments of the articles of association.
Every owner of one or more shares has the right to attend the general shareholders meeting. The law expressively foresees that a shareholders can be represented by a proxy holder.
Directors, managers and supervisory directors are obliged to attend the general shareholders meeting. Shareholders and partners have the right to raise questions.
Bondholders, warrant holders and holders of certificates can attend the meeting, but only with a consultative vote.
And this leads us to the last category of persons which are allowed to attend the general shareholders meeting: third persons. Third persons are consultants of the shareholders or the management (e.g. lawyers). They can attend the general shareholders meeting if the majority of the meeting allows it. Deontological there are no objections for an accountant to attend such meeting. However do not forget to refer to the articles of association. They can allow or disallow the presence of an accountant on the general shareholders meeting.
Attendance of an accountant to the ordinary general shareholders meeting
A small or medium general partnership (vof), ordinary limited partnership (comm.v.), private limited liability company (bvba), public limited company (nv), partnership limited by shares (cva), cooperative company with unlimited liability (cvoa) or cooperative company with limited liability (comm.va.) should not appoint a supervisory director. Big companies do. He audits the true and fair view of the annual accounts which are presented to the general shareholders meeting and therefore has some investigation powers.
In SME's without a supervisory director the individual partners perform these investigation and audit powers themselves. Individual partners can be represented or assisted by external accountants. Only external accountants have the capacity to perform this engagement. Deontological the external accountant cannot accept this engagement if he already holds another mandate in the company. He should after all watch over his independence.
Attendance of an accountant to an extraordinary general shareholders meeting
Special control or audit mandates belong to the general or exclusive competence of the external accountant (e.g. mergers, divisions, change of company form, dissolution, distribution of share under pari with capital increase, abolishing or reduction of preferential rights). Deontological the external accountant with a special mandate can only attend the extraordinary general shareholders meeting foreseen the board of directors explicitly requests for it and given the general shareholders meeting allows it. When these principles are not followed, this can lead to deontological sanctions (e.g. warning or even exclusion from the list of external accountants). Generally the validity of the decisions of the general shareholders meetings will not be in jeopardy.
To conclude: The accountant cannot act as proxy holder for a shareholder on the general shareholders meeting. Deeds of management are after all incompatible with the deontology of the accounting profession.