Chairman of the annual general meeting of the german AG
Duties, Powers and Liability
The German Stock Corporation Act (AktG) is incomplete with regard to the person and duties of the chairman of the meeting. However, it is indisputable that there must be a person at the annual general meeting who ensures that the meeting is conducted in an orderly manner, including proper decision-making.
The chairman of the meeting in Germany has a central function in this respect, as he steers and directs the meeting in one direction or another and ultimately makes the decision as to whether a resolution has been passed or not.
Our Legal Expertise for the Chairman of the Annual General Meeting
Our highly qualified and specialized team of attorneys and specialists in german corporate law at our offices in Hamburg, Berlin, Munich, Frankfurt and Cologne can advise you on all matters relating to the annual general meeting.
Members of our team are also academically involved in german stock corporation law, so we have special know-how in this area. Your first contact persons are:
- Dr. Ronny Jänig, LL.M. (Durham), Attorney at law, Certified specialist for corporate law
- Finn Dethleff, Attorney at law
- Dr. Boris Schiemzik, Attorney at law, Certified specialist for corporate law
- Dr. Nicolas Eberle, Attorney at law
- Dr. Jens Nyenhuis, LL.M. (Cape Town) Attorney at law, Certified specialist for corporate law
For a non-binding inquiry, please contact one of our experts directly by phone or e-mail or use the contact form at the bottom of this page.
Our consulting services for Shareholders, Management Boards and Supervisory Boards in Germany
Our advisors support management boards, supervisory boards and shareholders primarily on the following topics concerning the conduct of meetings at the annual general meeting:
- Scope of rights and powers of the chairman of the meeting
- Permissible restrictions on shareholders' rights by the chairman of the meeting
- Advice and support for the chairman of the meeting BEFORE, DURING and AFTER the general meeting of shareholders
- Preparation of a guideline for the chairman of the meeting for the general meeting, including obvious alternative scenarios
- Dismissal of the chairman of the meeting
- Liability of the chairman of the meeting, enforcement of liability claims
- Legal action against resolutions of the general meeting, among others due to disregard of voting prohibitions by the chairman of the meeting
Click here for an overview of all services and topics relating to the AG: German Stock Corporation Law
Chairman of the Meeting - Term and Definition
The term "chairman of the meeting" is not defined in the AktG. Functionally, it is the person who ensures that the meeting is held and resolutions are passed by the shareholders, acting in accordance with the provisions of the german law, the articles of association or the rules of procedure.
Who is the Chairman of the Annual General Meeting? Who appoints or elects the Chairman of the General Meeting in Germany?
The german law does not specify who is or can be the chairman of the shareholders' meeting of an AG. In general opinion, members of the management board and the certifying notary cannot be the chairman of the meeting.
Usually, the articles of association of most german stock corporations designate the chairman of the supervisory board as chairman of the meeting. It is also permissible for the rules of procedure of the general meeting to determine the chairman of the meeting. If the articles of association and the rules of procedure do not contain a provision on the chairman of the meeting, the shareholders' meeting must elect a chairman of the meeting by simple majority vote as the first item on the agenda.
Who is the Chairman of a General Meeting convened by shareholders?
If shareholders call a shareholders' meeting themselves on the basis of a german court authorization, the court may appoint a chairman of the meeting.
Removal of the Chairman of the Meeting?
A chairman of the meeting elected by the annual general meeting in Germany may be dismissed by the annual general meeting by a simple majority resolution. If the chairman of the meeting is appointed by the articles of association or the rules of procedure of the general meeting, an important (extraordinary) reason is required.
Tasks, Rights and Competences of the Chairman of the Meeting in Germany
In the run-up to the annual general meeting, the chairman of the meeting in Germany is primarily responsible for the following tasks:
- Decision on admission of shareholders to the general meeting
- Decision on admission of guests to the general meeting
- Ensuring free access to the general meeting
- Security checks
- Preparation of the list of participants
During the general meeting, the chairman of the Meeting is responsible for the following matters:
- Opening the General Meeting
- Establishing the formalities (e.g. proper convening)
- Determining or explaining the regulations governing the conduct of the meeting
- Handling the agenda
- Sequence of agenda items
- Necessary interruptions
- Determination of the list of speakers
- Restrictions on the right to speak and ask questions
- Decision on the admissibility of questions from shareholders
- Countermotions by shareholders
- (new / supplementary) substantive motions by shareholders
- Motions by shareholders on the Rules of Procedure (e.g. individual discharge / discharge in its entirety)
- Withdrawal from the floor, expulsion from the meeting
- Determination / explanation of voting (procedure, sequence, voting prohibitions)
- Determination of the method of calculating results (e.g. counting method, addition method, subtraction method)
- Explanation of method of counting (e.g. proxy voting, online participation)
- Announcement of voting results, determination of resolution results
- Closing of the Annual General Meeting
The chairman of the annual general meeting in Germany is entitled to call upon auxiliary persons to assist him in accordance with the circumstances. Particularly in general meetings of listed german stock corporations, a large number of internal and external auxiliary persons (e.g. lawyer, security service, tax advisor) are employed to support the chairman of the meeting.
Chairman of the Meeting, Notary and Minutes of the Annual General Meeting in Germany
The activity of the chairman of the meeting usually ends with the conclusion of the general meeting. However, in unlisted german stock corporations, the chairman of the meeting still has the task of signing the minutes of the annual general meeting. The reason for this is that - unlike in listed companies - the minutes do not necessarily have to be drawn up by a notary public in unlisted german stock corporations (unlike in the case of resolutions for which the law requires a three-quarters or greater majority). Instead, the chairman of the meeting is responsible for ensuring that the minutes of the annual general meeting are properly recorded and signed.
Liability of the Chairman of the Meeting in Germany
The liability of the chairman of the meeting for breaches of duty is generally affirmed. However, the details are disputed. Meeting chairpersons are well advised to conclude an agreement with the german AG on a limitation of liability and/or to take out insurance (pecuniary damage liability insurance, similar to D&O insurance).
It is not certain whether the usual D&O insurance would help the chairman of the supervisory board as chairman of the meeting in the event of a dispute. After all, chairing the meeting is not an original supervisory board activity.