While the coronavirus epidemic is also having an impact on the good governance of companies and other legal persons, the Luxembourg Government decided to enact the Grand-Ducal Regulation dated 20 March 2020 introducing measures concerning the holding of meetings in companies and other legal persons (the Regulation).
Rules regarding the convening and holding of meetings for corporate organs as well as shareholders’ meetings are provided in the law dated 10 August 1915 regarding commercial companies, as amended as well as the law of 24 May 2011 on the exercise of certain rights of shareholders at meetings general information of listed companies (the Laws).
For various reasons, including substance or sound corporate governance, physical meetings was the rule and only in restricted cases, provided in the Laws and with a necessary specific disposition in the articles of association of companies, option was granted to hold video conference meetings or similar.
However, given the current context, it was of paramount importance to provide for measures enabling companies and other legal persons to hold their general meetings and other necessary meetings without having to be physically present.
GENERAL MEETING OF SHAREHOLDERS
To this end, the Regulation provides for supplementary measures or, when required, new rules allowing companies to require shareholders to a general meeting to exercise their right without being physically present to the meeting ((i) proxy form, (ii) through the intermediary of a proxy appointed by the company; or (iii) by videoconference or other means of telecommunication allowing their identification).
With the same logic, boards of directors, other organs of the company and other legal persons shall be allowed to hold their meetings without having to travel and by physically present.
Paragraphs 3 and 4 of the Regulation ease the legal deadlines for holding annual general meetings and also regulate the situation of those that have already been convened.
ENTRY INTO FORCE
The Regulation entered into force today, date of its publication in the Official Journal of the Grand Duchy of Luxembourg.
Should you need any further information, please contact Pierre-Alexandre Degehet by sending an email to padegehet [at] bsp.lu.