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NEWSLETTER 2011
18
clarifies that the signatures do not need to be on the same paper, but all
of the papers signed by the directors need to be glued into the resolution
book of the company.
The New TCC’s intention of keeping up with technological
developments has been concretized by the possibility for the BoD to hold
on-line meetings. Pursuant to Article 1527 of the New TCC, it is possible
to hold on-line BoD meetings or to hold meetings in which some of the
directors participate on-line, while the others are physically present.
Therefore, inconveniences concerning the joint stock companies whose
directors are not physically in the same environment are prevented. It is
only possible to hold on-line meetings if there is a relevant provision
in the articles of association. In the aforesaid meetings, the statutory
meeting and resolution quorums, or the articles of association need to be
fulfilled.
Obligations and Competences of the Board of Directors
The New TCC has made a distinction between the management
right and authority of representation. According to the New TCC, the
management right can only be delegated in case there is a relevant
provision in the articles of association, and the necessary regulations
need to be adopted by an internal directive. Thus, the directors can be
regrouped as executive and non-executive members. A flexible regime in
which all the directors can be non-executive members is permitted with
the New TCC.
Pursuant to the New TCC, the BoD is entitled to establish committees
and commissions in order to keep up with the operations, to draft reports
concerning the subjects that are presented, to execute its resolutions, or
for internal auditing. Therefore, the BoD will be able to operate on a more
professional basis.
The non-assignable rights and competences of the BoD have been
clearly stated by Article 375 of the New TCC. The aforesaid article
clearly stipulates the requirement of being exercised directly by the BoD
concerning the authorities which are in the scope of this article. Thus, the
authorities in the scope of this article cannot be assigned to commissions.