_In the context of the COVID-19 pandemic resurgence in Luxembourg, the measures implemented into Luxembourg law in order to adapt corporate governance rules to the social distancing requirements have been extended to the end of the year 2022.
Back in March 2020, a Grand Ducal regulation was issued in order to introduce rules and measures governing the organisation of shareholders’, board of managers, or other supervisory and management body meetings (the ‘Regulation’). The aim of the Regulation was to adapt the rules regarding shareholders’ and management body meetings to the safety and social distancing measures recommended in the context of the COVID-19 pandemic until the end of the state of crisis.
Then, the measures concerning the holding of shareholders’ or management body’s meetings in companies and in other legal entities were extended several times and for the last time by the law of 17 December 2021. This law extends the measures until 31 December 2022.
According to these measures, companies are allowed to hold their shareholders’ meetings without any physical meeting, even if the articles of association did not provide such measures and regardless of the number of participants in case of a shareholders’ meeting.
The shareholders may participate to such meetings, either:
- By casting a vote in writing or electronically (this may be via an internet platform or by email for instance, to the extent that the identification of the shareholder is possible), to the extent that the full text of the resolutions was provided to them, or
- By videoconference or other means of telecommunication allowing their identification.
The shareholders participating to the meeting by such means are considered present for the purpose of the quorum. A shareholder may also appoint a proxy for the purpose of participating at the shareholders’ meeting. These provisions are also applicable to the meetings of bondholders.
These rules apply to both ordinary and extraordinary shareholders’ meetings, whereby such rules do not prevent other legal obligations applying, as for example the obligation to hold meetings in relation to the amendment of articles of association in front of a Luxembourg notary.
For other meetings, such as meetings of the management or supervisory body of the company, similar provisions apply. Notwithstanding any provision to the contrary in the articles of association, such meetings may take place by means of:
- Written circular resolutions, or
- Videoconference or other means of telecommunication.
The members of the body participating to meetings by such means are considered present for the purpose of the quorum.
Author(s): Isabelle Charlier, Alexis Kunitani.