Who elect the Board of Directors in Joint Stock Company?
The Shareholders Meeting of a joint stock company (JSC) has the authority to appoint and dismiss members of the Board of Directors. Appointment of a Board Member must be conducted through cumulative voting.
Under cumulative voting principle, whenever a JSC elects new Board Members, each shareholder will have a number of votes equal to the number of new Board Members to be elected times the number of voting shares held by such shareholder and such shareholder may cash all or some of his/her votes for any candidate.
Further, provides that persons appointed to be Board Members will be determined based on a count from the highest number down to the lowest number of votes starting with the candidate with the highest number of votes until all the number of members as required by the company charter have been appointed.
If two or more candidates receive the same number of votes for the last position of Board Member, there will be another vote taken on such two or more candidates or the Board Member will be appointed in accordance with the voting rules or the company charter.
A resolution of the General Meeting of Shareholders shall be passed in a meeting when all the following conditions are satisfied :-
-It is approved by a number of shareholders representing at least 65% of the total voting shares of all attending shareholders, the specific percentage to be provided in the charter.
-Voting to elect members of the Board of Directors and of the Inspection Committee must be implemented by the method of cumulative voting.