a)
General
The general assembly adopts a resolution in case of conditions clearly stated in laws and articles of associations.
The following duties and authorities of the general assembly cannot be delegated to any parties including management or the board of directors:
- Amending the articles of association,
- Electing of the board members and determining duty period, salaries, remunerations, bonuses of board members,
- Adopting resolution for releasing board members and removing board members from office,
- Appointing and dismissing the independent auditor (apart from the exceptions as included in law),
- Adopting resolution with regard to financial statements, annual report of the board of directors, determination on distribution of dividend as well as the appropriation of reserves to capital or distributable profit,
- Dissolving the company apart from the exceptions as stated in laws,
- Selling of significant amount of assets.
b)
Non-delegable duties and
authorities in the case of single shareholder joint stock company
In the case of a single shareholder joint stock company, the shareholder has all the aforementioned authorities of the general assembly. All resolutions adopted by a single shareholder joint stock company must be in written form. Otherwise these resolutions may not be valid.
