Definiciones y resultados b´ asicos

Companies not belonging to either of the aforementioned groups disclose information which for there is a charter requirement to be published in a company’s communication, a daily newspaper, on internet or otherwise. The company’s governing body decides about the manner of disclosure, as well as

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Securities Law, Article 155.

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about the data and information which are to be disclosed in addition to those required by the Company Law.

The company must hold in its offices, and allow all shareholders an access to the following documents:

• Charter and other company by-laws with all their additions and addenda, and the revised versions of these documents;

• Minutes and all supporting documents of shareholders meeting;

• Minutes and decisions of governing body i.e. supervisory board meetings;

• Annual reports and financial statements;

• Annexes (legal papers and supporting documents), filed with the commercial registry;

• All public notices and prospectuses for issuing shares and other securities of the company;

• The complete correspondence of the company with its shareholders; • Updated list of names and addresses of all elected members of the

governing body i.e. the supervisory board; • Documentation on collaterals and mortgages; • Certified auditor’s and certified valuator’s reports;

• Voting ballots and proxies for participation in shareholders meetings (original or copy);

• The company-level collective agreement; and

• Other by-laws and documents, as set forth in the law or the charter. The shareholders can act on their rights to be informed, and access the company documents in the company’s offices in the manner as specified by the charter. The shareholders effectuate their rights to be informed on the minutes and decisions of the governing bodies’ meetings through the non- executive members of the board of directors, or through the supervisory board. The company can demand previous notification from the shareholders seeking access to information, which is to be submitted at least three days in advance. The company can also charge the shareholders, but the fee should not exceed the real expense made.

Regarding financial reporting obligations, the obligation to prepare and submit financial statements in accordance with the international accounting standards is stipulated for large and medium commercial entities, and other commercial entities as specified by law, as well as commercial entities in the banking and insurance sector, listed commercial entities, and commercial entities the financial statements of which are included in the consolidated

financial statements of the aforementioned commercial entities. These entities must prepare and submit their financial statements in accordance with the adopted international accounting standards, published in the “Official Gazette of the Republic of Macedonia”. Other commercial entities can prepare and submit their financial statements in accordance with the international accounting standards if required on other legal grounds, or if stipulated by other regulation based on the law, as well as on their own decision.

Commercial entities that hold controlling stakes in one or more other companies must, likewise, pursuant to the international accounting standards prepare consolidated financial statements. The consolidated financial statements must hold the same date as the financial statements of the controlling company.

The financial statements required for the foregoing commercial entities include:

• Balance sheet;

• Income statement; • Report of charter capital changes; • Cash flow statement;

• Applied accounting policies; and

• Other explanatory notes prepared in accordance with the international accounting standards that are published in the “Official Gazette of the Republic of Macedonia”.

The financial statements are signed by the executive member of the board of directors, i.e. the officer appointed by the management board, or in absence of such title, by the chairperson of the management board. Along with the personal signature the signatory states the date on which financial statements were completed and signed.

Large and medium commercial entities organized as joint stock companies, as well as listed companies, both required to produce financial statements in accordance with the international accounting standards, are subject to audit requirements, and obliged to audit their financial statements. The certified auditor of the financial statements submits a report on his audit in accordance with the international auditing standards published in the “Official Gazette of the Republic of Macedonia”. These standards are being updated on annual basis in order to comply with the currently valid standards, such as they are amended or adopted by the International Federation of Accountants (IFAC).

Large companies, listed companies, and companies in the banking and insurance sector must publish their financial statements within 15 days after the shareholders meeting, omitting the notes on applied accounting policies and additional explanatory notes. The statements have to be published in a daily newspaper with a circulation on the entire territory of the country, and, mandatorily, in the “Official Gazette of the Republic of Macedonia”.

A company can publish its financial statements in a daily newspaper even when there is no such obligation. In such instance it must publish the statements in combination with the certified auditor’s report, both in form that is identical to the one that have been adopted by the general meeting of shareholders, without any changes or additions.

Along with financial reporting, companies must disclose information about events relating to its operating activities. For example, in the event of changes in the articles of incorporation, companies must publish notices on concluded agreements, i.e. on adopted split-up plans in the “Official Gazette of the Republic of Macedonia” and in at least one daily newspaper. Companies also have disclosure obligations in the event of charter capital decrease, whereby the chairperson of the board of directors or the management board as the case may be, must disclose the company’s intention of decreasing its charter capital in the “Official Gazette of the Republic of Macedonia”, and in at least one daily newspaper. Furthermore, if a company acquires majority share in other company it must publish that information in the “Official Gazette of the Republic of Macedonia”. All these events constitute material information which can have impact on the entire operation of the company, and can consequently affect the price of company’s shares on the stock market, which is the reason of their mandatory disclosure provided for by the legislator.