The amended law on counteracting the spread of COVID-19 (hereinafter referred to as “Special Act”) makes changes to the Polish Commercial Companies Code. The amended provisions concern, among others, remote functioning of companies.
Remote meetings of Management and Supervisory Boards
The amendment to the Commercial Companies Code has directly introduced the basis for holding meetings of the management and supervisory boards of companies by means of direct remote communication (Internet) and adopting resolutions in writing, remotely or in writing through another member of the body.
The provisions that prevent the written or remote adoption of decisions concerning the election of the chairman and vice-chairman of the supervisory board, the appointment and dismissal of members of the management board and the suspension of these persons from their duties have also been repealed.
Voting in writing through another member of the Management Board shall consist in a written communication by a member of the Management Board absent from the meeting on the basis of the agenda provided for in the notice entitling another member of the Management Board to cast a vote on his behalf. Therefore, voting in this manner on resolutions not included in the agenda indicated in the invitation is not allowed.
Meetings of shareholders in capital companies
Meetings of shareholders may also be held by means of electronic communication.
In order to hold a meeting in which shareholders will be able to participate by electronic means of communication, it must be convened in advance at a specific time and place. The possibility of remote participation in the meeting shall be announced by the chairman in the invitation. It is up to the convener to allow the possibility of a remote meeting.
The notices convening the shareholders’ meeting should contain information about the possibility of participating in the meeting by electronic means of communication, as well as information about the manner of using such solutions and the manner in which the shareholder will be able to exercise his voting right and to lodge a possible objection to the resolutions covered by the meeting.
The notices convening the shareholders’ meeting should contain information about the possibility of participating in the meeting by electronic means of communication, as well as information about the manner of using such solutions and the manner in which the shareholder will be able to exercise his voting right and to lodge a possible objection to the resolutions covered by the meeting.