FOM Magazine: Digital Supervisory Board Meetings: Legal requirements and governance requirements

Articles of association must comply with the legal framework and governance trends for digital meetings. Tips and recommendations from the experts at PwC Legal.

A guest article by Tobias Mittrach and Jan Gerd Möller from PwC Legal

Until two years ago, the consensus was that formal meetings were held as face-to-face events. There were various cultural and legal reasons for this - among other things, there was no clear legal basis for Formal Online Meetings (FOMs).

This changed with the Act to Mitigate the Consequences of the Covid-19 Pandemic in Civil, Insolvency and Criminal Procedure Law ("Covid-19 Act"). It created the legal basis for holding FOMs such as meetings and assemblies even without a separate authorization in the articles of association or rules of procedure. The special regulations were extended until August 31, 2022. This allowed companies and authorities to gain sufficient experience with FOMs and learn to appreciate the advantages of digital formats.

In principle, committee work may continue to take place digitally even after the COVID-19 Act expires. However, to be on the safe side legally, we recommend adapting the articles of association accordingly. This is particularly important for committee work in supervisory boards, as special regulations apply here.

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