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Board of Directors

The Board of Directors (“BoD”) is a part of a two-tier (dualistic) system of corporate governance in a Joint Stock Company. The other part of this system is represented by a Supervisory Board (“SB”). The BoD and the SB are the obligatory Company bodies in a Joint Stock Company with a two-tier (dualistic) system. Establishment of other Company bodies is at the sole discretion of the Shareholders.

[...]

Division of Duties: Generally speaking, the BoD is responsible for all Company matters which are not vested (i) under the law (ii) by the Company's Bylaws (iii) by a decision of a relevant public authority (iv) with the SB or another Company body (if established) or (v) with the General Meeting (“GM”). The BoD is responsible for the business management of the Company and shall procure due administration of the Company's accounting records and submit annual and other accounts (incl. a proposal of profit division/loss recovery) to the GM. Further, the BoD is entitled to act on behalf of and represent the Company (the specific manner of acting should be defined in the Company's Bylaws).

Composition: The BoD must have at least 1 member and no maximum applies. The exact number of BoD members should be stipulated in the Company's Bylaws. In case the Bylaws remains silent in this regard, the BoD consists of 3 members. The members of the BoD are appointed for a period of 1 year (unless stated otherwise in the Bylaws). Both physical persons and legal entities may be appointed a BoD member. A BoD member can not simultaneously be a SB member.

Appointment/Dismissal Competence: The BoD members are appointed and dismissed by the GM or (as the case may be) by a Sole Shareholder of the Company. Attendance of Shareholders having Shares with a value exceeding 30% of the Company's registered capital is required to make a quorum and simple majority of present votes is required to appoint or dismiss the BoD members (unless stated otherwise in the Bylaws). The Bylaws may stipulate that the right to appoint and dismiss BoD members is vested with the SB and if so a simple majority of votes is required (unless stated otherwise in the Bylaws). The BoD appoint a Chairman of the BoD and (if stipulated in the Bylaws), a Vice Chairman of the BoD.

Alternates: In the event that a BoD member is not able to participate in a particular voting, the member may grant an authorization to another BoD member to vote on his behalf in this particular case. Neither a general authorization to vote on the behalf of the absent BoD member nor an authorization granted to a member of another Company body (e.g. the SB) or to a third person outside the Company, is permitted.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Czech Republic on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with PRK Partners before actually changing any board members in Czech Republic.

Appointment (if the competence vests with the General Meeting)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the BoD members (authorized to bind the Company) or the person convening the GM.

At least 30 business days prior to the GM (unless otherwise stated in the Bylaws).

Yes.

No.

Yes, if all Shareholders concur.

Written notice to be published on the Company’s website and sent to the Shareholders registered in Shareholders Register (or the Book-Entry Securities Register) (unless stated otherwise in the Bylaws).

Not applicable in case of a Sole Shareholder.
2

GM.

Minutes of the GM, including list of present Shareholders and submitted proposals.

Yes, to be signed by the Chairman of the GM, a Secretary and a person verifying the Minutes.

On the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

No, however, no physical meeting is required (unless stated otherwise in the Bylaws).

The appointment is effective from the date of the GM (or from the later date stated in the Minutes of the GM).
3

Registration in the Commercial Register held by a competent court.

(i) Petition for registration;

(ii) Minutes of the GM;

(iii) Affidavit;

(iv) Criminal record (EU citizens: only from the country of residency; Non-EU citizens: both records from the Czech Republic and from the country of residency);

(v) Extracts from Register of Companies (only if the new BoD  member is a legal entity).

Yes, petition to be signed by an authorized person from the Company.

Affidavit to be signed by the new BoD member.

Without undue delay after the GM.

Yes.

Yes, petition and affidavit to be notarized.

Depending on the relevant country, the criminal records or the extracts from the Register of Companies may need an apostille or super-legalisation.

No.

Other requirements may apply (e.g. amendments to the Bylaws) if the number of total BoD members in the Company following the appointment is changed.

If the new BoD member is to be Chairman/Vice-Chairman, Minutes of a BoD Meeting appointing the Chairman/Vice-Chairman should be submitted as well.
1
Step 1
0-30 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-30 days**

*Less than 30 days only possible if Step 1 is waived.

**Notarization may take additional time.
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Dismissal (if the competence vests with the General Meeting)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the BoD members (authorized to bind the Company) or the person convening the GM.

At least 30 business days prior to the GM (unless otherwise stated in the Bylaws).

Yes.

No.

Yes, if all Shareholders concur.

Written notice to be published on the Company's website and sent to the Shareholders registered in Shareholders Register (or the Book-Entry Securities Register) (unless otherwise stated in the Bylaws).

Not applicable in case of a Sole Shareholder.
2

GM.

Minutes of the GM, including list of present Shareholders and submitted proposals.

Yes, to be signed by the Chairman of the GM, a Secretary and a person verifying the Minutes.

On the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

No, however, no physical meeting is required (unless otherwise stated in the Bylaws).

The dismissal is effective from the date of the GM (or from the later date stated in the Minutes of the GM).
3

Registration in the Commercial Register held by a competent court.

(i) Petition for registration;

(ii) Minutes of the GM.

Yes, petition to be signed by an authorized person from the Company.

Without undue delay after the GM.

Yes.

Yes, petition to be notarized.

No.

Other requirements may apply (e.g. amendments to the Bylaws) if the number of total BoD Members in the Company following the dismissal is changed.
1
Step 1
0-30 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-30 days**

*Less than 30 days only possible if Step 1 is waived.

**Notarization may take additional time.
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PRK Partners has provided all input on changing board members in the Czech Republic. PRK Partners is a [...] leading regional full service law firm with over 20 years of service in Central Europe. Our philosophy is simple: provide cost effective legal solutions at the highest professional standards. We have worked on many of the region's largest and most complex transactions. PRK Partners is a member of Lex Mundi.

For more information about PRK Partners and changing board members in the Czech Republic, please use the below contacts:

TEL: +420 221 430 111
EMAIL: marie.aschenbrennerova@prkpartners.com
WEB: www.prkpartners.com