Decision of the Minister of Justice No. 46/1 dated 18/07/2019

Decision of the Minister of Justice No. 46/1 dated 18/07/2019 regarding the determination of the conditions of participation of the shareholders in the meeting of the Board of Directors in SAL companies through the audiovisual communication technique and through others similar technical means.

This Decision determines the conditions of participation of the shareholders to the meetings of the Board of Directors in SAL companies through the audiovisual communication technique or through others technical means that should be adopted as part of the calculation of the majority and the quorum during said meetings in SAL companies according to the provisions of new article 156 of the Code of Commerce.

These Companies should create, for this purpose, a specialized dedicated website to which shareholders have access in order for them to participate to the meetings of the Board of Directors in SAL companies by means of a teleconference and in order for them to exercise their right to discuss and their voting right and thus, after identifying themselves by means of a code provided to them before the meeting.

The aforementioned technique should ensure the security and continuity of the communication and enable the voice of the participants to be sent without interruption. The teleconference should be recorded and attached to the Minutes of Meeting.

The participating members to the Board of Directors’ meetings by means of said technique are considered as being present in order to calculate the required quorum and majority at the time of the vote, according to the company’s articles of association; provided however, that the presence and the transmission should be continuous (without interruption) via the teleconference until the vote.

Any interruption in the transmission or any technical issue or constraint occurring during the meeting of the Board of Directors through the audiovisual communication technique or through any other similar technical means should be recorded in the Minutes of the Meeting.

The invitation to the meetings of the Board of Directors should include the participation of the members through the audiovisual communication technique, as well as the right of objection and thus, according to the articles of association of the company.

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