Green light for remote meetings and adoption of resolutions by companies’ governing bodies

Krzysztof WARAKOMSKI
Corporate Advisory Supervisor at RSM Poland
Legal Counsel

The Anti-crisis shield is to counteract the crippling effect of the current, extraordinary situation related to COVID-19 and the resulting state of emergency on holding meetings and adopting resolutions by the governing bodies of limited liability and joint stock companies.

Solutions adopted with the so-called anti-crisis shield 1.0[1] and 2.0[2] introduce significant changes to the procedure of holding meetings and adopting resolutions by the bodies of limited liability and joint stock companies. They are to ensure the functioning of the management boards, supervisory boards and shareholders’ meetings without the physical presence of the members (especially by organising teleconferences or videoconferences) – with no need to include a detailed authorisation in the company deed or statute.

So far, the possibility of attending the meeting of company bodies and voting remotely has raised many doubts, and called for applicable provisions in the company deed or statute. In compliance with the introduced changes, unless the company deed or statute provides otherwise:

• members of the management or supervisory board may attend meetings and adopt resolutions using means of remote communication (i.e. organising teleconferences or videoconferences);
• resolutions of the management or supervisory board may be adopted under a written procedure and a written vote may be cast also through another member of the management or supervisory board;
• resolutions of the supervisory board may be adopted using means of remote communication or under a written procedure, including cases in which the company deed or statute provide for a secret voting – unless a member of the supervisory board objects;
• resolutions of the supervisory board adopted using means of remote communication or under a written procedure are valid if all members of the board have been informed of the draft resolution and at least half of the supervisory board members have participated in the adoption of the resolution, yet the company deed or statute may impose stricter requirements;
• participation of shareholders in the shareholders’ meetings and voting may take place using means of remote communication, yet the supervisory board, and if there is none, the shareholders (there may be no supervisory board in a limited liability company) shall specify in a written regulation detailed rules governing the participation in the shareholders’ meetings in such a form.

The changes introduced with the new act are not only a reaction to current extraordinary obstacles faced when holding meetings of limited liability and joint stock company bodies but also to the voices of practitioners demanding simplification and popularisation of the possibility to remotely attend the meetings of company bodies and cast votes. Thus, the introduced changes may be perceived as positive. However, it should be remembered that  holding an important meeting and voting of the limited liability and joint stock company bodies still requires that a number of formal obligations be met (including those existing so far as well as those introduced by the Anti-crisis shield. The course of the meeting should be also recorded in the minutes. In these areas the hastily introduced law fails to include detailed regulations and may raise doubts which will have to be faced in practice.

If you require effective support in organising a remote meeting and an important voting of the governing bodies in your company, please contact our experts.