The Dutch government has announced additional measures to combat the corona virus. Amongst others, meetings and events that require a license or notification (e.g. board or shareholder meetings) have been prohibited until June 1, 2020.
It is clear that these measures would have an impact on already planned board and/or shareholder meetings of Dutch companies. This could be problematic for adopting the annual accounts, appointing/dismissing board members or entering into certain transactions which require shareholder’s approval.
On April 8, the Dutch government submitted an emergency law to limit the impact of the aforementioned measures.
If the company’s articles include stipulations that prescribe certain rules for convening a board meeting, it is allowed to deviate from these stipulations provided all board members and/or supervisory board members consent to this.
Stipulations in the articles of association prescribing that certain decisions of the management board require approval of the supervisory board are temporarily ignored.
The management board of a company may resolve to hold the general meetings using electronic means of communication (e.g. Zoom, Skype), even if the company’s articles of association do not provide for such an option. In order to hold an electronic meeting, the following two conditions must be met:
- the shareholders must be given the possibility to follow the general meeting via e.g. a live stream, and
- the shareholders must be given the opportunity to ask questions (in writing or electronically) about the agenda topics up to 72 hours prior to the meeting.
Extension of the term for preparing the annual accounts
The management board has been given the authority to postpone the term for holding the (annual) general meeting as well as the term for preparing the annual accounts. This authority is only offered in relation to the 2019 annual accounts.
Typically, the shareholders would have to grant approval for extension of these terms. Please note that if the management board decides to extend the terms, the shareholders cannot grant another extension.
Duration of the emergency legislation
At the moment it is envisaged that the emergency law will remain in force up to and including August 31, 2020. The Dutch government will have the possibility to extend the operation of this law with a two-month’s period.
For more details or assistance in setting up a general meeting using electronic means of communication, please contact your account manager.