Shareholders' General Meeting: The Ultimate Guide to Finally Understanding Everything

What is a shareholders' general meeting and why does it exist?

The general meeting (GM) is a formal gathering where a company's shareholders are invited to make collective decisions. It serves as the sovereign body for any public limited company (PLC) or certain simplified joint-stock companies (SAS) and derives its legitimacy directly from the Commercial Code.

There are two main types of general meetings. The ordinary general meeting (OGM) is required to be held at least once a year, within six months after the fiscal year ends. It focuses on approving the financial statements, allocating profits (either distributing dividends or retaining them), appointing or renewing directors, and setting executive compensation (including the « say on pay » vote).

The extraordinary general meeting (EGM), meanwhile, is convened whenever a decision is needed that alters the company's statutes: capital increases, mergers, demergers, changes in the corporate name, or modifications to the business purpose. Quorum and majority requirements are stricter in this setting, as the decisions significantly impact the future of the company.

In practice, OGMs and EGMs often take place on the same day, one following the other, under the term « combined general meeting. » This arrangement allows for addressing all resolutions—both routine and exceptional—in a single session.

What specific rights do shareholders have at a general meeting?

Owning even just a single share grants a specific set of prerogatives. The right to information is the foremost among them: every shareholder can review, prior to the general meeting, the annual accounts, the management report, the auditor's report, and the full text of the resolutions submitted for vote. These documents must be made available at the company's headquarters and, for publicly traded companies, published on their website.

The right to vote is the direct expression of shareholder power. Each share typically grants one vote. However, some companies offer double voting rights on shares held in registered form for at least two years, in accordance with the Florange Act of 2014. Shareholders can vote in person, by mail (using a paper or electronic form), or by proxy through a representative of their choice.

The right to submit written questions is often underestimated. Every shareholder can send written questions to the board of directors before the general meeting. The company is obliged to respond during the session. For publicly traded companies, shareholders representing at least 5% of the capital can also request the inclusion of proposed resolutions on the meeting agenda.

Finally, the right to participate in the discussions during the session allows direct questioning of the executives about strategy, governance, or any topic related to the agenda. This right to speak, exercised within the rules set by the session's chairperson, remains the most direct way to obtain unfiltered answers.

How to Actively Participate in a General Assembly

The first step is to verify eligibility. For French listed companies, it is necessary to be registered (either by name or as the bearer) by the second business day preceding the general meeting, at midnight Paris time. This moment is known as the « record date. » A certificate of participation is issued by the financial intermediary (such as a bank or online broker) that holds the securities account.

The notice of meeting, published in the Bulletin of Mandatory Legal Announcements (BALO) and on the company’s website, details the date, location, agenda, and participation procedures. It is distributed at least 15 days before the meeting for listed companies. This document specifies the options available: in-person attendance, voting by mail, proxy voting, or online voting through a secure platform like Votaccess.

To vote by mail, the shareholder completes the proxy form included with the notice, checking « for, » « against, » or « abstain » for each resolution, and returns it within the specified timeframe. To appoint a proxy, one needs only to designate someone—a fellow shareholder, the meeting chair, or any individual or entity of their choice—who will vote on their behalf.

In-person participation remains the most comprehensive option: it grants the right to vote, to speak, and to have direct access to the management presentations. Some companies also offer live webcasting and even real-time remote voting, a practice that has become widespread since 2020.

Resolutions: How to Read, Analyze, and Vote Wisely

Each resolution submitted for a vote is numbered and accompanied by a rationale provided by the board of directors. Ordinary resolutions (such as approval of financial statements, dividends, appointments) require a simple majority of the votes cast. Extraordinary resolutions (such as bylaw amendments, issuance of securities) generally require a two-thirds majority.
Reading a resolution demands attention to several elements: the exact scope of the authorization requested, its validity period (often 18 or 26 months), and any potential limits. A delegation of authority to the board to increase capital, for example, always specifies the maximum allowed amount and whether there is preferential subscription rights for existing shareholders.
Proxy advisory firms like ISS or Glass Lewis issue recommendations on each resolution of major publicly traded companies. While not an absolute reference, these analyses provide a helpful framework for understanding governance, compensation, or potential dilution issues. Several individual shareholder associations in France also release their own analyses, available for free.
The result of each vote is recorded in the minutes of the annual general meeting, an official document that is published and archived. Publicly traded companies also release detailed results (number of votes for, against, abstentions) on their website in the days following the meeting. Tracking these results year over year provides insights into governance changes and the level of shareholder dissent on sensitive issues such as compensation or stock option plans.