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Paperjam Dossier Digital | Corporate governance without physical meetings

Luxembourg companies were required to adapt quickly to the unprecedented circumstances surrounding the Covid-19 pandemic. In particular, Luxembourg companies were required to hold, almost exclusively, non-physical board and shareholder meetings. We look back on the last months to see how companies have adjusted to this changing environment. We also consider how the increasing prevalence of non-physical meetings potentially opens the door for new technology service providers in the market.

The key legislation adopted for the holding of non-physical meetings of Luxembourg companies

Grand Ducal Regulation of 20 March 2020 authorised, through temporary measures, companies and other legal entities to hold non-physical board and shareholder meetings. This legislation permitted companies to require their shareholders to exercise their voting rights, either by distance voting and/or via videoconference or any other similar means of electronic communication. It also permitted the companies’ management bodies to adopt resolutions by way of written circular resolutions and to hold meetings via videoconference. These measures have been extended a number of times, most recently by the law of 23 September 2020, until 30 June 2021.

Impact on board meetings of Luxembourg companies

As Luxembourg is home to many companies, which are part of larger international groups, it is very common for their boards to be composed of members who are located all over the world. As such, with travel restrictions and the limitations on gatherings of people, it was essential that the Luxembourg legislature act quickly to implement legislation allowing all companies to hold non-physical board meetings (or to adopt written resolutions). For most Luxembourg companies, this was not a new phenomenon...


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