Annual Report 2011 - Hong Kong Monetary Authority

6. Shareholders’ rights
6.1. Limitation and representation
of voting rights
Under art. 6 para. 4 of the Articles of Association, the name
and permanent address of the owners and usufructuaries of
registered shares are entered in the Bank’s share register.
Only the owners and usufructuaries of registered shares
whose inclusion in the share register is endorsed by a
director may legitimately exercise the Company-related
rights attaching to a registered share. Para. 5, 6 and 8 of
the Articles of Association state the grounds on which the
Board may refuse to grant such an endorsement.
Moreover, an owner of registered shares may only be
represented at an Annual General Meeting by another
owner of registered shares in possession of a written proxy
(cf. art. 14, para. 2). Holders of bearer shares must merely
produce such shares or comply with any other formality
required by the Board of Directors (under art. 14, para. 3 of
the Articles of Association) in order to exercise their rights.
6.2. Quorums
Annual General Meetings are deemed validly held when
over half the shares are represented. In cases where this
quorum is not achieved, a second meeting may be convened
with the same agenda (cf. art. 15, para. 2 of the Articles of
Association). The second meeting may not take place until
at least 30 days have elapsed and it will be deemed validly
held regardless of the number of shares- represented. This
must be mentioned in the notice (art. 15, para. 3).
46 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA
6.3. Notice of Annual General Meetings
The rules pertaining to notices of AGMs are set forth in
articles 11, 12 and 31 of the Articles of Association, which
draw on the provisions of the Swiss Code of Obligations.
6.4. Items on the agenda
The rules pertaining to agendas and deadlines are set forth
in articles 11 and 12 of the Articles of Association, which draw
on articles 699 et seq of the Swiss Code of Obligations.
Article 11 of the Articles of Association
General Meetings shall be convened by the Board of Directors
and, if necessary, by the Auditors, the liquidators or the representatives
of bondholders.
One or more shareholders together representing at least 10 per
cent of the capital stock may also request that a General Meeting
be convened.
Shareholders representing shares with a total par value of
CHF 1 million may request that an item be included in the agenda.
Convocations and inclusion of items in the agenda must be
requested in writing, mentioning the topics of discussion and
proposals.
Article 12 para. 1 and 2 of the Articles of Association
General Meetings shall be convened at least 20 days prior to the
date on which they are to be held, in accordance with the procedures
provided in article 31 on the Company’s notices.
Items included in the agenda must be referred to in the notice
of the General Meeting, together with the proposals of the Board
of Directors and the shareholders who requested the convocation
of the meeting or the item’s inclusion.
6.5. Entries in the share register
In accordance with Company practice, the deadline for
entering unlisted registered shares falls on the day the AGM
agenda is notified.