GCV: permanent place in law for digital general meeting

The Combined Committee on Corporate Law (GCV) believes that the digital general meeting (GM) should be enshrined in law. It therefore supports the proposed regulations. The committee provides further commentary on several aspects of this regulation.

This is what the committee writes (pdf) in its advisory report on the preliminary draft law amending Books 2 and 5 of the Dutch Civil Code. This bill allows private legal entities – including public limited companies (NVs), private limited companies (BVs), cooperatives, and mutual insurance companies – to hold meetings digitally. Several conditions are stipulated to ensure the smooth running of the digital AGM. Furthermore, it will become easier to convene the AGM digitally.

Improvement
According to the GCV, the preliminary draft contains an improvement over the digital AGM regulations in the Temporary Law on COVID-19 for Justice and Security. The premise of the preliminary draft is that shareholders must be able to fully participate in the digital AGM, as if they were physically present. Shareholders who participate online must, according to the preliminary draft, be able to access the proceedings at the AGM and participate in the AGM through a two-way audiovisual communication tool. The Temporary Law on COVID-19 for Justice and Security contained restrictions on these points.

Emergency regulation
According to the GCV, the preliminary draft correctly assumes that a statutory basis for a digital AGM must be in place. For public limited companies (NVs) and private limited companies (BVs) (as well as cooperatives and mutual insurance companies) whose articles of association are not amended for any reason, the committee considers it important that an adequate emergency regulation can apply if necessary. The GCV therefore believes that, in addition to the proposed structural regulation, a sound emergency law should be in place. This emergency law could largely align with the regulation for the digital AGM as currently proposed.