Corporate Governance: Extension Until 30 June 2021 of Measures Allowing Shareholder Meetings Without Physical Attendance

Par Isabelle Charlier, Partner et Fleur Marchal, Senior Associate
17 mars 2021 par
vanessa Icardi Serrami

The measures implemented into law in Luxembourg to adapt corporate governance rules to the social distancing requirements in place due to the COVID-19 pandemic are applicable until 30 June 2021 included as a result of the extension measures provided by the law of 25 November 2020 (hereafter “the Law”).

The Law, which amended the laws of 20 June 2020 and 23 September 2020, allows companies to hold their shareholder meetings in a non-physical setting even if their articles of association do not provide for such measures and regardless of the number of shareholder meeting participants.

Shareholders may participate in such meetings in one of following ways:

  • By casting a vote in writing or electronically (this may be via an internet platform or by email to the extent that the identification of the shareholder is possible) if the full text of the resolutions was provided to them

  • By videoconference or other means of telecommunication that allow their identification

Shareholders participating in a shareholder meeting through such means are considered present for the purpose of the quorum. A shareholder may appoint a proxy to participate in the shareholder meeting. These provisions are also applicable to the meetings of bondholders.

The Law applies to ordinary and extraordinary shareholder meetings and does not prevent other legal obligations applying.

For other meetings, such as meetings of the management or supervisory body of a company, similar provisions apply. According to the Law, notwithstanding any provision to the contrary in the articles of association, such meetings may take place through the following means:

  • Written circular resolutions

  • Videoconferences or other means of telecommunication that enable the identification of the meeting participants

The members of the body participating in meetings through such means are considered present for the purpose of the quorum.

The scope of these measures has been extended by the Law and includes the following entities:

  • Companies

  • Non-profit associations and foundations (Associations sans but lucratif et fondations)

  • Agricultural associations (Associations agricoles)

  • Mutual societies (Mutuelles)

  • Economic interest groups (Groupement d’intérêts économiques)

  • European economic interest groups (Groupements d’intérêts économiques européens)

  • The Housing Fund (Fonds du Logement)

  • Co-ownership syndicates (Syndicats de copropriété)

  • The Institute of Auditors (Institut des réviseurs d’entreprises)

  • The Accountants Association (Ordre des experts comptables)

  • Social security institutions (Institutions de sécurité sociale)

  • The Architects and Consulting Engineers Association (Ordre des architectes et des ingénieurs-conseils)

  • Associations of Mutual Insurance (Associations d’assurances mutuelles)

  • The Bar Association of Diekirch and the Bar Association of Luxembourg (Ordre des avocats du Barreau de Diekirch et Ordre des Avocats du Barreau de Luxembourg)

  • The Chamber of Notaries (Chambre des Notaires)

  • The Chamber of Judicial Officers (Chambre des huissiers de justice)

As this point, we are not aware of any potential extension of the applicability of this Law past 30 June 2021.