GLASANjE AKCIONARA PREKO PUNOMOĆNIKA U KOMUNITARNOM PRAVU

Radović Vuk (Доцент, Правни факултет, Београд),

In 2007, the European Community has enacted the Directive on shareholders’ rights. Among many issues covered by this Directive (e.g. information prior to general meeting, right to put items on the agenda and to table draft resolutions, right to ask questions, etc.), European Commission tried to harmonize the area of proxy voting as well. The issue of proxy voting has been particularly interesting and troublesome, because of the diversity in national legal regimes. In this article the author analyzes the content of proxy voting rules contained in the Directive on shareholders’ rights. The topic has been presented by answering seven fundamental questions: who can be a proxy holder, are there limitations in the number of proxies of one shareholder, are there any limitations to the number of shareholders that can be represented by a single proxy holder, whether it is allowed to restrict shareholders’ right to vote via proxy, what are the obligations of the proxy holder in case of voting instructions and are there formalities for proxy holder appointment, notification and revocation. For each of these questions it is analyzed whether Serbian regulation of proxy voting contained in the Law on business organizations is in accordance with community law, and in what direction it can be improved.

Keywords: Shareholder, proxy, Directive on shareholders’ rights, voting instructions, public limited company, Law on Business Organisations, harmonisation