In our news flash of 26 March 2020 (for more details on this topic, click here), we have set out certain alternatives and solutions for companies being faced with the impossibility to organize physical meetings of board of directors or shareholders. As mentioned, it was expected that the Belgian Government would take certain crisis measures to provide for more flexibility in this respect.
On 29 March 2020, Belgian Minister of Justice Koen Geens announced a first set of crisis measures that he has submitted to the Government for approval (click here).
The following measures are proposed:
- the board of directors may decide that shareholders can only vote remotely. This remote voting can be organized in combination with proxy voting, whereby only one person appointed by the board of directors shall be able to act as proxyholder;
- it will be possible to postpone the general meeting until the present situation has returned to normal. This option will be available even if the general meeting has already been convened, provided the shareholders and members are duly informed of this postponement; the ultimate date for the general meeting to decide on the annual accounts (6 months after financial year end) is extended with 10 weeks.; and
- it is reiterated that the board of directors may, in all circumstances, take decisions by way of written resolutions or by electronic means of communication. If such decisions have to be taken before a notary, it is sufficient that only one director or a proxyholder is physically present. The other members can participate in the meeting via electronic means of communication.
The first set of crisis measures would be applicable as of 1 March 2020 until 19 April 2020 (subject to further extension). Publication in the Belgian Official Gazette is expected soon.
For updates regarding the crisis measures, we advise you to regularly check the PwC Legal website.
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