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Annual General Meeting(정기주주총회)

A listed company used to hold the Annual General Meeting(정기주주총회) in March, since almost all of the company’s fiscal year is ended in December 31, so the dead line for this Meeting is the end of March.

Once upon a time there were a lot of trouble maker (at a stockholders’ meeting) participated in this meeting to make a trouble and threaten those management staff and usually the shareholder who hold the management right. So those listed company make a day, on the same time to avoid participation of these kind of trouble makers physically while just holding 1 share.

Even if it’s a public company (주식회사), it needs to present its audited financial statements in a newsletter as stated in its Articles of Incorporation (AoI; 정관).

This is the legal responsibility of the Representative Director (대표이사).

I always strongly recommend Representative Directors to do this without exception, since failure to do so can result in you being fired by your shareholders or charged with indolence.

As Representative Director, you need to review your AoI concerning the schedule and necessary documents relevant to the meeting.

These must be submitted to the Board of Directors and Auditor in time for their review and approval – usually two weeks prior to the date of Annual Shareholders’ Meeting and one week prior to the date of Directors’ meeting.

The agenda for the Annual Shareholders Meeting typically consists of:

  1. A Business Report (영업보고서) for the fiscal year;

  2. The Approval of Financial Statements (재무제표);

  3. The Appointment of a Director and Auditor (if any change exists);

  4. The Approval of Ceiling amounts of remuneration to Directors (임원보수한도);

  5. The Approval of Exemption from Liability of Directors (임원책임); and

  6. The Approval of any changes for AoI(Articles of Incorporation) including Business Scope, Paid-in-capital, Address and CAPEX.

Furthermore, don’t forget to get those Shareholders’ approval if you got a remarkable loan from a bank or creditor especially there’re more than 1 shareholder.

Jz can also provide corporate secretarial services for your Annual General Shareholders Meeting based on Korean commercial law.

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