The right of non-executive shareholders to information remains an indispensable for the adoption of collective decisions and therefore for the proper functioning of the company.
Thanks to the amendments of the Law 17-95 relating to public limited companies, Moroccan law has been brought into line with international standards applicable to the transparency of information produced by management organs, as well as to the transparency of information provided to the public.
The shareholders’ right to information is provided for by Articles 140 and following. of the law 17-95. The right to information is part of the non-monetary rights linked to the holding of a share. (every shareholder has the right to information on the results, the management and the social life of the company).
The shareholder’s right of communication can be exercised :
- Periodically: (At the occasion of a general meeting)
Articles 140 to 142 and 145 details the documents that must be sent or made available to shareholders before the General Meeting.
The management report provides shareholders with information to let them assess the company’s activity during the past financial year, (transactions carried out, difficulties, results obtained, distributable income, the proposed allocation of said income, the company’s financial situation and its future prospects).
- Permanently: Article 146 provides that “Every shareholder has the right to obtain, at any time, the corporate documents referred to in Article 141 and relating to the last three financial years, as well as the minutes and attendance sheets of the general meetings held during these financial years. »
The rights granted to the shareholder by law may be exercised by him or by his duly authorized representative, at the registered office.
If the company refuses in whole or in part to provide documents, the shareholder may apply to the president of the court, to order the company, under penalty, to provide the documents under the conditions provided by law.
In the event of a violation of the provisions intended to allow and guarantee the shareholders’ right to information, the meeting for which the documents were not sent to the shareholders may be cancelled at the request of one of them.
Written by Nezha BELKHADIR Legal Manager