31 March 2020

Board and shareholders’ meetings in corona times

Since the outbreak of Corona many countries including Belgium have taken drastic measure to flatten the curve of infections by applying travel restrictions and rules on social distancing. These measures have made it difficult for companies to organize meetings of the board of directors or shareholders. The annual board and shareholders’ meetings approving the annual accounts are scheduled to take place in the next few months. We will provide an overview of the alternatives available to the companies to hold their annual meetings.

  1. Alternatives for board meetings

a) Written resolution

Since the introduction of the new Belgian Code of Companies and Associations, the board of directors has the possibility to make decisions by way of a unanimous written resolution unless otherwise stated in the articles of association. Companies which amended their articles of association in view of the new law may have taken account of the new general rule that board resolutions can be adopted in writing. If not, they may be prevented from doing so, as articles of association adopted under the previous law  often explicitly reflect the rule that the board may make a decision by way of a unanimous written resolution only in urgent and exceptional cases, justified in the interest of the company.

b) Remote participation

Companies may consider organizing the meeting of the board of directors by way of telephone or videoconference. In principle, any remote means participation that allows the directors to actively engage in deliberations and securely exercise their vote may be considered for this purpose.

  1. Alternatives for shareholders’ meetings

a)Written resolution

For companies that do not have an extensive shareholder structure, it may be useful to hold a written general shareholders’ meeting which is possible if all shareholders agree to this way of proceeding and the proposed decisions themselves.

b) Voting by proxy

Shareholders may also give proxies to one or more persons to represent them at the general meeting, thus ensuring compliance with the rules on social distancing.

c) Remote participation

Shareholders may participate in the general meeting of shareholders’ by means of telephone or video conference if this is provided for in the articles of association.

d) Postponing

Companies may also consider postponing the shareholders’ meeting to a later date on which an ordinary physical shareholders’ meeting can be held. To be kept in mind the deadlines for the filing of the annual accounts with the National Bank of Belgium (within one month after approval and at the latest seven months as from the end date of the previous financial year).

  1. Specific Corona rules upcoming

It is expected that the Belgian Government will suspend the time-limits for holding the annual general meeting and any time limits related thereto. There will be two options:

  • The general meeting is held but shareholders may exercise their right to deliberate and to vote at distance, whether or not with a power of attorney issued to a person present, determined by the board;
  • The general meeting is postponed, which can be done until 7 September 2020;
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