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Annual and Special General Meetings At least one general meeting of shareholders must be held each fiscal year (within at least nine months after the fiscal year end, unless a shorter period has been determined in the Articles of Incorporation) (Article 80 CCNA). At such meeting the financial statements (prepared by the board of managing directors) must be approved (Article 75 CCNA). Net profits, if any, may at that point (or at any subsequently held special general meeting of shareholders) be declared payable unless such profits have been reserved in accordance with the Articles of Incorporation (Article 77 CCNA). Location General meetings of shareholders must, by statute, be held within the territory of the Netherlands Antilles (Article 88 CCNA). According to article 102 CCNA resolutions that can be adopted at a general meeting of shareholders may also, be adopted, at the request of the board of managing directors, outside the general meeting of shareholders provided that all such shareholders express their opinion and a sufficient majority in favor and provided such is made possible pursuant to a provision of the Articles of Incorporation. Such provision is only permissible if the Articles of Incorporation exclusively allow the issue of registered shares. Notice Requirements Unless otherwise provided in the deed of incorporation, the notice of convocation of a general meeting is announced in a newspaper published in the Netherlands Antilles (Article 85 CCNA). The notice of convocation shall either specify the subjects to be discussed or shall announce that the shareholders may take notice thereof at the offices of the NV. With regard to subjects that have not been announced in the foregoing manner or that have not been announced subsequently with due observance of the term applicable to the notice of convocation, resolutions can be validly adopted only, if such resolutions are unanimously adopted at a meeting wherein the entire issued capital is represented (Article 86 CCNA). Notice of convocation must be given at least five days prior to the meeting, the day on which the notice is given and the day of the meeting not included. If such term has been shorter or no notice of convocation has been given, resolutions can be validly adopted only by a unanimous vote in a meeting wherein the entire issued capital is represented (Article 87 CCNA). The Articles of Incorporation can stipulate longer notice periods. Quorum Requirements No quorum or requirements exist, unless the Articles of Incorporation stipulate that a certain quorum must be present or represented at the general meeting of shareholders for the valid adoption of certain resolutions. The Articles of Incorporation usually provide for quorum and qualified majority requirements for the valid adoption of resolutions to liquidate the NV or to amend the Articles of Incorporation. Proxy Shareholders can either attend a general meeting of shareholders in person or be represented thereat by proxy authorized in writing (Article 89 CCNA). Managing directors, supervisory directors or persons employed by the NV may act as holder of proxy for shareholders. The proxy may give detailed voting instructions or grant the holder of proxy discretionary authority. In practice, most general meetings of shareholders are held by proxy. The Articles of Incorporation may provide that shares of a specific class carry no voting right, or that the voting right shall be limited in certain subjects specified in the Articles of Incorporation. Furthermore, holders of shares of such a class shall have all the rights legally attached to the share. Shares of such a class can be issued only if shares with full voting rights, amounting to at least twenty per cent of the authorized capital, are held by third parties (Article 89A CCNA). Acquisition by the NV of shares with full voting rights shall be null and void, if an amount of at least twenty percent of the authorized capital, consisting of shares with full voting rights, is not held by third parties other then the NV itself (Article 89A CCNA). If it is stipulated in the articles of incorporation that the shareholders shall deposit the documents evidencing their shareholdings pursuant to the general meeting of shareholders, the notice of convocation shall state the place and the latest day on which such deposit shall take place. Such a day may not be earlier than the third day after the day of the notice of convocation, nor may it be earlier than the seventh day prior to the day of the meeting (Article 89B CCNA). Call of a Meeting by Shareholders Under normal circumstances, general meetings are convened by the board of managing directors or the supervisory board if applicable (Article 81 CCNA). However, if one or more holders of shares, jointly representing at least one tenth of the issued and outstanding capital, or so much less as may be stipulated in the articles of incorporation, have submitted a written request to convene a general meeting to the board of managing directors, indicating precisely the subjects to be dealt with and neither the board of managing directors nor the supervisory directors have complied with this request in such a way that the general meeting can be held within six weeks after the request has been submitted, the very petitioners may be authorized by the judge of the court in first instance of the district in which the NV is domiciled to convene the meeting (Article 82 CCNA). The Articles of Incorporation may also provide that a group of shareholders representing a certain percentage of the shares issued and outstanding may have their own right to call a general meeting of shareholders without the involvement of the board of managing directors. Shareholder Proposals Shareholders can request that certain items be placed on the agenda of a future general meeting of shareholders. Such requests must be submitted in time to be included in the notice of such meeting. Voting Rights Only shareholders shall have voting rights. Each holder of shares with voting rights shall have at least one vote. If all shares entitled to vote have the nominal value, each shareholder may cast as many votes as he has voting shares. If the voting shares have various par values, the number of votes that each shareholder entitled to vote may cast, shall be equal to the number of times that the amount of the lowest par value of voting shares share is comprised in the aggregate par value of his voting shares: fractional votes shall not be taken into account (Article 90 CCNA). Deviations from the provisions described above can be made in the articles of incorporation also in another manner, provided that one and the same shareholder shall not be entitled to cast more than six votes if the authorized capital has been divided into one hundred shares or more, and not more than three votes if the capital has been divided into fewer than one hundred shares (Article 90 CCNA). Fractional shares, together constituting the par value of one share, shall be treated as such shares (Article 90 CCNA). Unless otherwise provided in the Articles of Incorporation, valid votes can not be cast for the shares of those who, in a capacity other than as shareholders of the NV, as a result of the adoption of the resolution would be granted any right towards the NV or be released from any obligation to it (Article 91 CCNA). Role of the Shareholders in Corporate Governance Save for the restrictions in the Articles of Incorporation, the board of managing directors is charged with the management of the affairs of the NV, with the administration of its assets and with its representation at law and otherwise (Article 103 CCNA). If the general meeting of shareholders is dissatisfied with the performance of one or more of the managing directors it can resolve to dismiss such managing directors (even if there is no cause) (Article 111 CCNA). In the event such is deemed necessary, the Articles of Incorporation can provide the shareholders with more continuous monitoring of the performance of the managing directors by providing for a supervisory board. The members of such supervisory board are, in principle, appointed by the general meeting of shareholders (a maximum of one third of the members may be appointed by other parties) (Article 121 CCNA). The supervisory board can, when necessary, suspend a managing director at any time, unless the Articles of Incorporation provide otherwise (Article 125 CCNA). Shareholder Derivative Suit To my understanding, a shareholder derivative suit is an action of shareholders for and on behalf of the NV. Under Netherlands Antilles law such an action is not possible. Shareholders can only file suits on their own behalf if their interests as shareholders have been damaged. The general meeting of shareholders however, does have, under certain circumstances, a right of enquiry against the board of managing directors pursuant to which it can obtain documents and information which the board of managing directors would otherwise not be willing to release (Article 132 CCNA). Such a procedure is difficult and cumbersome; not many cases are known. It is however imaginable that if a NV has, for example, established a business in the U.S., that a U.S. court would permit a shareholder derivative suit brought before it. Such should be confirmed with United States counsel. Duties of Majority Shareholder In principle, a majority shareholder can overrule the minority shareholder(s). There is however the limit of having to act in good faith. Although it is not possible to give an exact description of which actions would be acting in good faith and which would not, it could be stated that the guideline for the majority shareholder is that the resolutions, the adoption of which he forces, are adopted for sound (corporate) reasons thereby taking into account the interests of the minority shareholders when weighing the facts leading to his decision.