Anti-crisis shield: remote meetings of companies’ bodies

The basic act of the package of acts on counteracting the effects of Covid-19 called the anti-crisis shield introduces the possibility of completely remote operation of all bodies of capital companies and adopting resolutions in this mode.

Coronavirus – the facilitations in companies’ operations

The act on the anti-crisis shield adopted by the Sejm amended the provisions of the Code of Commercial Companies and expanded the catalogue of possibilities of adopting resolutions with the use of information technology. These facilitations concern meetings of the management board and the supervisory board in limited liability companies and joint stock companies. The possibility of holding shareholders’ meetings and general meetings of shareholders has also been extended, thus eliminating the need to regulate this issue in the articles of association or statute.

Meetings of the Management Board

The anti-crisis shield introduces regulations on convening management board meetings remotely, granting the right for management boards of companies to meet online, unless the articles of association/statute of the company provide otherwise.

Until now, the Code of Commercial Companies did not refer to the above issue, so remote meetings were not possible unless the articles of association or statute of a company allowed for such an option.

The shield act also regulates written voting through another board member and the adoption of written board resolutions. According to the introduced regulations, voting in writing and voting through another board member is possible, as long as the provisions of the articles of association or statute do not exclude such solutions.

Meetings of the Supervisory Board

The act on counteracting the effects of COVID-19 introduces the following rules concerning the meetings of supervisory boards:

• the possibility holding remote meetings or adopting resolutions by circulation in writing, unless the articles of association or the statute of a company provides otherwise,
• the possibility of voting in writing through another member of the board, except for matters included in the agenda at a given meeting of the supervisory board,
• the resolutions adopted remotely or in writing will be valid only if all supervisory board members have been informed of the content of the draft resolution,
• the validity of resolutions adopted remotely or in writing requires the participation of at least half of the members of the supervisory board voting (unless the articles of association or the statute of a company extends these requirements),
• there are no restrictions on the adoption of resolutions concerning the election of the chairman and vice-chairman of the supervisory board, they can also be adopted remotely or in writing.

Shareholders’ Meeting and General Meetings of Shareholders

In accordance with the anti-crisis shield act it is possible to hold remote shareholders’ meetings and general meetings of shareholders and pass resolutions remotely provided that:

• the articles of association or statute does not provide otherwise,
• the management board of the company (or another entity that convenes the meeting) decided to hold the meeting remotely,
• the regulations defining the principles of participation in remote meetings have been adopted – in joint stock companies by the supervisory board, and in limited liability companies in which no supervisory board has been appointed, the regulations of the remote meetings may be adopted by resolution of the shareholders without holding a meeting, if the shareholders representing an absolute majority of votes agree in writing to its content,
• no video transmission is necessary (except for stock exchange listed companies).

Author: 

Grzegorz Witczak
Director of the Commercial Law and Property Department, Advocate
TGC Corporate Lawyers