Facing the impossibility to hold meetings, a lot of companies are questioning themselves on their capacity to hold their board meetings, and in general, their annual shareholders meetings approving the annual accounts.
As a result, by virtue of its powers, the Luxembourg’s government adopted and published with immediate effect on March 20th, 2020 a grand ducal regulation authorizing the Luxembourg companies and any other moral persons to take decisions exclusively in a dematerialized form, without any physical meeting being necessary, notwithstanding any contradictory disposition of the articles of association of the company. In fact, before this regulation, the holding of board or shareholders meetings by dematerialized form in a Luxembourg company were possible only if provided by the articles of association. However, the dispositions of this regulation will prevail by now over any contradictory disposition of the articles of association or over their silence in that respect. These dispositions are applicable to any meetings of board of directors, board of managers, supervisory boards, strategic committees, as well as to any shareholders meetings, including annual shareholders meetings. Nevertheless, in order for these decisions to be valid, the holding of such meetings needs to be contemplated by respecting the following rules:
- For any managing bodies (particularly boards of directors, boards of managers or supervisory boards):
1) by way of a conference call, videoconference or any other means of telecommunication, enabling the identification of each member participating to the meeting;
The members of a managing body acting under such conditions are deemed to be present for quorum and majority effects.
2) or by way of circular resolutions;
- For shareholders meetings, including the annual shareholders meetings:
1) by way of a conference call, videoconference of any other means of telecommunication, enabling the identification of each shareholder;
2) or by way of a remote vote in writing or electronically, providing that the whole text of the resolutions and decisions to be taken has been previously published or communicated to all shareholders;
3) or through a proxy holder designated by the company.
However, if one of the shareholders has designated a proxy holder to represent him/her/it, this proxy holder should only participate to the meeting through one of the conditions provided here above.
More information here.
Communicated by Baker Tilly
Publié le 12 mai 2020