Updated: Apr 5
New temporary rules on remote shareholder and board meetings.
The coronavirus crisis has led the Luxembourg government to issue new temporary rules applicable to private or listed companies and investment funds in Luxembourg. Further to the Grand Ducal Regulation (Règlement Grand-Ducal), dated 20th March 2020, it is permitted to hold shareholder meetings and meetings of the boards of directors in only digital form without any participant attending in person. This is allowed even if the articles of association of the company do not foresee remote meetings.
The regulation allows for the following decision making mechanisms:
By voting remotely in writing or by electronic means, provided that the resolutions or decisions to be taken have been published or sent to them in advance;
Through a proxy holder designated by the company; or
Via video conference or any other means of communication allowing shareholders’ identification.
To do this transparently you will need these tools in place:
A video conferencing software. Our favourites are Zoom, Webex, GotoMeeting and Bluejeans.
A tool to consistently follow a process to prepare the meeting, distribute the meeting materials in advance, identify and record the meeting participants, and record the decisions taken.
Governance.com RTG Business Continuity Manager provides you with the second solution. It allows you to host your shareholder- and board meetings in digital form. You can prepare, manage and share all agenda points and supporting documents. After the preparation, the system issues invitations to a secure portal. Prior to the meeting, participants will have access to their meeting packs, including digital shareholder resolutions and other supporting materials. You can record the attendance and resolution voting of each participant. Minutes are then prepared and shared online, saving you valuable time.
Your BCM solution can be up and running within 48 hours so you can start managing you virtual shareholder meetings and board meeting comfortably and in compliance with applicable laws.
That’s what we call Digital Governance.