The ordinary general meeting (whether annual or convened extraordinarily) shall hear the report of the Board of Directors on the business of the company and also the reports of the Auditor or Auditors.
It shall:
discuss and approve or rectify the accounts, and fix the dividend to be distributed;
appoint the Directors and Auditors;
fix, where appropriate, the allowance which may be received by the Board of Directors by way of attendance fees and the allowances to be paid to the Auditors;
take decisions on any other proposals on the agenda which are not within the competence of an extraordinary general meeting; and
confer on the Board of Directors the necessary authority to deal with cases in respect of which the powers conferred upon the Board may be inadequate, and in particular authorise the contracting of loans by the issue of bonds or debentures, whether secured by mortgage or not.
The resolution approving the balance sheet and accounts shall not be passed until after the reports of the Auditor or Auditors have been heard. Otherwise it shall be invalid.