THE GROWING POPULARITY OF REMOTELY HELD MEETINGS OF MANAGEMENT BOARDS, SUPERVISORY BOARDS AND GENERAL MEETINGS (SHAREHOLDER MEETINGS) AS A MANIFESTATION OF A DIGITAL REVOLUTION IN COMPANY LAW: THE CASE OF AMENDMENTS TO POLISH LAW IN RESPONSE TO THE COVID-19 PANDEMIC

Authors : Jędrzej Jerzmanowski

Pages : 337-350

View : 13 | Download : 9

Publication Date : 2020-12-31

Article Type : Other

Abstract :This paper aims at discussing one of the manifestations of the digital revolution in the corporate world – the increasingly widespread use of the remote ways of holding meetings of the management boards, supervisory boards, general meetings and shareholder meetings of companies. A crawling digital transformation in this area had been in progress across many states and for many years, but owing to the outbreak of the Covid-19 pandemic it gained strength and speed. One of the states where such an acceleration took place is Poland, which fast-tracked legislative amendments that revolutionized the remote handling of meetings and affairs of corporate authorities. In the case of supervisory boards and general meetings (shareholder meetings), the amendments reversed the rule previously in place: now, meetings may be held remotely at all times unless the by-laws (articles of association) provide to the contrary, while under the rules previously in force in-person meetings were required unless the articles of association explicitly permitted the use of remote forms of communication. As regards the management boards, no remote proceedings were previously allowed. The new law has given rise to a number of questions and doubts. They pertain both to the manner in which meetings are convened and held. In particular, it needs to be settled whether a meeting may be held in the cyberspace exclusively, without the chairman and the minute-taker being physically present at the corporate seat, or whether their presence is required after all. What is more, it is not entirely clear how open and secret ballot should be handled and if the secrecy may be waived if all members of the corporate body so decide. Doubts emerge especially as regards the contents of the rules applicable to the remote handling of meetings and the corporate bodies authorised to define and adopt them. To answer these and many other questions is the aim of this article. The discussed regulations came into force merely six months ago and are yet to be extensively discussed in legal literature. In this paper the author relied on the dogmatic law analysis supported with hands-on experiences related to the functioning of corporate authorities in the new legal reality.
Keywords : General Meetings, Shareholder Meetings, Supervisory Boards, Management Board Meetings, Remote Communication Mode