Meetings of the Boards of Directors of Public Limited Companies: something new

In Public Limited Companies (PLCs(1)), postal voting by members of the Board of Directors or Supervisory Board, before meetings are held, is now allowed and the holding of meetings of the Boards of Directors or Supervisory Boards by electronic means is facilitated.

Postal voting

Postal voting by the members of the Board of Directors or the Supervisory Board of PLCs before the meetings are held has been authorised by a law promulgated on June 13, 2024, provided that their articles of association provide for it.

To allow this new voting method, PLCs will therefore have to amend their articles of association.

In practice, members of the Board of Directors or Supervisory Board who wish to vote by mail, i.e., in advance, will have to send their vote using a form provided for this purpose. As such, the information that must be included in this form has just been specified, which allows this measure to be effectively applied.

Thus, the postal voting form must allow a vote on each of the decisions, in the order indicated in the notice of the Board’s meeting. In addition, it must offer the director or a member of the Supervisory Board the opportunity to express, on each decision, a vote in favour or against or his or her wish to abstain from voting. It must also include a space for the members of the Board of Directors or Supervisory Board to explain his or her position. Finally, it must indicate the date before which it must be received by the Board of Directors or Supervisory Board for it to be considered.

The text of the proposed decisions and the documents necessary to inform the members of the Board of Directors or Supervisory Board must be annexed to the form.

The director or member of the Supervisory Board must indicate on the form his or her usual surname and first name as well as his or her signature, if applicable, electronic signature.

Remote participation

According to another innovation introduced by the same law, as a matter of principle, members of Boards of directors or Supervisory Boards of PLCs can now participate in board meetings by a means of telecommunication, regardless of the purpose of the meeting, unless the articles of association or the rules of procedure provide otherwise.

(1) Sociétés Anonymes (SA)