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Joint stock companies were required to bring their charters and other internal documents regulating procedures for the convocation and conduct of general shareholders' meeting into line with the restated Joint Stock Company Law before July 1, 2002. Since the Regulations were produced already after this date, many of the documents thus amended may now, to an extent, be at variance with the Regulations.

The latter require that a general meeting should be held in the population locality where the company is based, unless its charter or another in-house document governing general meeting procedures stipulates otherwise. Participants in a meeting are to be registered at its venue. So far, it has been usual for many companies to arrange their general meetings at places having nothing to do with their locations. The national electricity distribution and generation monopoly, RAO UES, for example, held its annual gathering for 2001 in the village of Konakovo in the Tver region.

The Regulations provide a long-awaited answer to the question of how cumulative voting should be carried out using fractional shares. That fraction of a vote resulting from the multiplication of the number of votes held by a shareholder owning a fractional share by the number of persons to be elected to serve on the company’s board of directors or supervisory board may only be given for a single candidate.

A number of other provisions are designed to uphold shareholders’ rights and lawful interests. The Federal Commission, for instance, established a list of additional information or material to be at all times made available to persons eligible to participate in a general shareholders' meeting. The scope of such information varies depending on the range of issues included on the agenda, as well as on whether the meeting is annual or extraordinary.

The Regulations require that companies’ annual reports should comprise, apart from other requisite data, information about announced dividends actually paid, list interested-party transactions executed during the year accounted for, disclose major transactions effected, including their material conditions, etc.

The new document also makes additional requirements for the text included on voting ballots, and specifies that information which must by all means be featured in such documents of a general meeting as its minute and the protocol of its scrutineer panel.

The Regulations pay much attention to issues relating to the registration of participants in and procedures for conducting general meetings. A meeting may go ahead if by the time it opens a quorum is present with respect to at least a single issue included on the agenda. The registration of parties entitled to take part in a meeting may not end before the completion of its discussion of that last item of business on the agenda in respect of which a quorum is available. A meeting may not be declared closed if new arrivals register for participation by the completion of registration procedures and should their registration mark the attainment of the quorum required to decide any other remaining issues on the meeting’s agenda.

Some provisions in the Regulations, however, are, in our opinion, in conflict with applicable law. There is a clause, for example, which obliges the board of directors of a company, when preparing a general meeting, to decide a number of issues which are not required to be thus resolved under Article 54.1 of the Joint Stock Company Law, among them the time when the registration of meeting participants is to get under way. Even though such issues certainly have to be taken care of during preparations for a general meeting, the Federal Commission – by assigning them for decision-making to the board of directors - effectively expanded the latter’s limits of authority, which are already exhaustively defined by the Joint Stock Company Law and may only be broadened in the company’s charter.