Last update: 21/03/2024

The owners of a company are its shareholders, who are some of its most important stakeholders. A company organizes a general meeting of shareholders to debate and resolve important business matters. Here are some key facts about general meetings.

The general meeting is essential to a company’s governance. It is the most important corporate event of the year for shareholders. Its structure is regulated by Spain’s law on corporations (Ley de Sociedades de Capital). The general meeting called within six months of the end of the previous fiscal year is known as the “annual” general meeting (or “AGM”). If a general meeting is held outside that time frame, it is “extraordinary” (“EGM”) and meant to address urgent or pressing matters that couldn't be settled at the AGM. 

What's the purpose of a general meeting?

In a company’s general meeting, its owners debate issues within their purview to pass resolutions in accordance with the law and the company bylaws. 

Before the meeting, the company issues an official “call to meeting” to shareholders, usually on the company website, in government bulletins (like the “BORME”, the official reporter of Spain’s companies registry) and in the news. The company can also send a meeting notice directly to its shareholders. 

The call to meeting will show the date and time of the meeting; if it will be in-person, virtual or hybrid (which may be subject to special conditions set out in the company bylaws); the meeting agenda; and how to participate.

What issues does a general meeting address?

The issues to be addressed in a general meeting are listed in the meeting agenda. They can change depending on whatever needs arise between meetings. But some issues are always addressed, like:

• the approval of annual financial statements (the balance sheet, P&L account, etc.) and company management. This gives shareholders a good idea of the company’s circumstances in order to make informed decisions. 
• how to allocate profit or loss from the previous year and whether or not to pay a dividend. 
• the nomination, re-election or confirmation of board members. 
• the appointment, re-election and replacement of the external auditor.
• amendments to add, remove or change bylaws. 
• capital increases, remuneration policy reform and matters required by law or the company bylaws.

How to vote in person or by proxy

Aside from attending the general meeting in person or virtually, shareholders can cast votes early or by proxy. 

At Santander, all shareholders have the right to attend the meeting and vote directly or by proxy, regardless of how many shares they own. They also have at their disposal different channels to participate in the way that best suits their needs (online, via websites and apps, telephone, or on platforms located in branch offices, with their printed voting card, and their vote on the day of the AGM.

Shareholders should fill in a form to either vote directly or delegate their vote to the Executive Chair, Ana Botín, or to whomever they choose to vote on their behalf.