Belgium: Temporary rules on the organisation of general meetings
Note: This announcement, originally published on 29 April 2020, has been updated as the applicability of Royal Decree no. 4 of 9 April 2020, related to the organisation of general meetings during the COVID-19 pandemic, has been extended to 30 June 2020. The changes have been highlighted.
Clearstream Banking1 informs customers that the Belgian government has adopted Royal Decree no. 4 of 9 April 2020 to provide greater flexibility to companies in the organisation of general meetings during the COVID-19 pandemic, effective from
1 March 2020 and until 30 June 2020
Companies may postpone their meetings or hold them behind closed doors, with alternative means of participation.
Considering these rules, companies may decide to amend the organisation of general meetings.
It applies to all general meetings scheduled to take place during this period, even if scheduled after 3 May 2020. It does not apply to general meetings that were already held between 1 March and 9 April 2020.
The Royal Decree provides for alternative means to adopt decisions and hold general meetings behind closed doors. It overrides any legal provision or provision of the Articles of Association of the company.
The company can impose the following procedures on the shareholders (and other participants of the general meeting) to:
- Cast their votes by correspondence prior to the general meeting;
- If applicable, grant a power of attorney to a person designated by the company, without prejudice to the conflict of interest rules.
The power of attorney:
- Must include specific voting instructions;
- It should be signed and sent to the company through any means, including email, with a scanned or photographed copy of the document.
Listed companies must receive the document no later than the fourth day before the general meeting. The power of attorney already received by the company and containing specific voting instructions shall remain valid even if the proxy holder is not the one designated by the directors. The proxy holder may not be physically allowed to attend the meeting.
If the company implements one of the abovementioned procedures, it can prohibit the physical presence of the shareholders and other participants if it is unable to ensure compliance with social distancing measures. Should the meeting be held by conference call or video conference, the company can decide to invite the shareholders to participate remotely.
If the convening notices have already been sent, the company can communicate the procedural change by the most appropriate means without having to repeat the convening formalities.
If a company opts for one of the abovementioned procedures, it can further prevent shareholders and other participants from raising questions in writing no later than the fourth day before the general meeting. The company will then be obliged to answer these questions either:
- In writing (no later than the day of the meeting and before the vote takes place); or
- Orally during the meeting if broadcast.
For listed companies, the written answers must be published on the website of the company.
Clearstream Banking will not provide any service in relation to the exchange of questions and answers between the shareholder and the company.
The company may decide to postpone the general meeting. If the meeting is related to the approval of the annual accounts, it should be held within 10 weeks following the current deadline. This usually takes place at the end of June.
A postponement is not allowed in the below situations:
- The net assets of the company threaten to become or have become negative;
- The general meeting has been convened by or upon request of the statutory auditor or the minimum percentage of shareholders required by law (known as the “alarm bell procedure”).
A link to the Decree can be found below.
For further information, please contact Clearstream Banking Client Services or your Relationship Officer.
1. Clearstream Banking refers collectively to Clearstream Banking S.A., registered office at 42, avenue John F. Kennedy, L-1855 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B-9248, and Clearstream Banking AG, registered office at 61, Mergenthalerallee, 65760 Eschborn, Germany and registered in Register B of the Amtsgericht Frankfurt am Main, Germany under number HRB 7500.