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Board of Directors

The Board of Directors ("BoD") is a statutory body of a Joint Stock Company ("JSC") and it is entitled to execute all legal acts on behalf of the JSC.

Division of Duties: In general, the BoD decides on all matters of the Company, unless they are reserved to the authority of the General Meeting (“GM”) or the Supervisory Board (“SB”) by the Slovak Commercial Code or the Articles of Association (“AoA”). A ban on competition applies according to which a BoD member must not (among other things) be engaged in competing business activities or be a member of a statutory body in another company with a similar scope of activities (unless it is a subsidiary of the Company). Such restrictions can be extended (but not reduced) by the AoA.

[...]

Composition: The JSC must have at least 1 BoD member and no maximum applies. If more than 1 BoD member is appointed, each BoD member is entitled to act on behalf of the JSC individually unless otherwise stipulated by the AoA . Only natural persons can be BoD members.

Appointment/Dismissal Competence: The GM appoints/dismisses BoD members (by a simple majority vote unless otherwise stipulated by the AoA) unless the AoA prescribes that such competence vests with the SB. The body that is entitled to appoint BoD members also specifies who will be the Chairman of the BoD. The BoD members are appointed for the period stated in the AoA, which, however, cannot be longer than 5 years.

Alternates: Alternates to the BoD members are generally not recognized by Slovak law. However, the AoA may under certain conditions allow the BoD to appoint alternates but the term of such alternates automatically expires at the next meeting of the body entitled to appoint BoD members (the SB or the GM). The procedure for dismissing alternates is similar to the procedure for dismissing BoD members.

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 Slovakia 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 Slovakia.

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 BoD member(s) authorized to bind the Company.

At least 30 calendar days before the GM.

No.

No.

No.

Convening notice (i) to be sent to all the Shareholders with Shares registered in the Shareholders Register and (ii) published (as specified in the Slovak Commercial Code) in respect of Bearer Shares and, in case of public JSCs, also in respect of Shareholders with Shares registered in the Shareholders Register.
2

GM/Decision of the sole Shareholder.

Minutes of the GM (with list of attendants)/ Decision of the sole Shareholder.

Yes, Minutes to be signed by the Chairman of the GM, the Minute-Keeper and 2 verifiers of GM (signatures of the attendants on the list of attendants are not required but are advisable) /Decision to be signed by the sole Shareholder.

At the date stipulated in the convening notice.

Minutes/Decision to be executed no later than 15 calendar days after the GM/Decision of the sole Shareholder.

No (unless physical filing ctr. online filing, cf. Step 3).

No.

No, however, a physical meeting is not required for a public JSC (but it is unclear whether this possibility applies also to a private JSC).

The appointment will become effective as of the date of the GM/Decision of the sole Shareholder or as of the date stated in the Minutes of the GM/Decision of the sole Shareholder.
3

Filing with the Slovak Commercial Register.

(i) Electronic or written form;

(ii) Residence permit of the new BoD member (if not EU or OECD member);

(iii) Minutes of the GM/Decision of the sole Shareholder;

(iv) Specimen signature of the new BoD member.

Yes, form to be signed by BoD member(s) authorized to bind the Company.

No later than 30 calendar days following (i) the date stated in the Minutes of the GM/Decision of the sole Shareholder or (ii) the date of adoption of the Minutes of the GM or Decision of the sole Shareholder.

No (unless physical filing ctr. online filing).

Yes, signature of the BoD member(s) on the filing form is to be notarized (and apostilled, if applicable).

No.
1
Step 1
30 days
2
Step 2
0-15 days
3
Step 3
0-30 days

30-75 days*

*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 BoD member(s) authorized to bind the Company.

At least 30 calendar days before the GM.

No.

No.

No.

Convening notice (i) to be sent to all the Shareholders with Shares registered in the Shareholders Register and (ii) published (as specified in the Slovak Commercial Code) in respect of Bearer Shares and, in case of public JSCs, also in respect of Shareholders with Shares registered in the Shareholders Register.
2

GM/Decision of the sole Shareholder.

Minutes of the GM (with list of attendants)/ Decision of the sole Shareholder.

Yes, Minutes to be signed by the Chairman of the GM, the Minute-Keeper and 2 verifiers of GM (signatures of the attendants on the list of attendants are not required but are advisable)/Decision to be signed by the sole Shareholder.

At the date stipulated in the convening notice.

Minutes/Decision to be executed no later than 15 calendar days after the GM/Decision of the sole Shareholder.

No (unless physical filing ctr. online filing, cf. Step 3).

No.

No, however, a physical meeting is not required for a public JSC (but it is unclear whether this possibility applies also to a private JSC).

The dismissal will become effective as of the date of the GM/Decision of the sole Shareholder or as of the date stated in the Minutes of the GM/Decision of the sole Shareholder.
3

Filing with the Slovak Commercial Register.

(i) Electronic or written form;

(ii) Minutes of the GM/Decision of the sole Shareholder.

Yes, form to be signed by BoD member(s) authorized to bind the Company.

No later than 30 calendar days following (i) the date stated in the Minutes of the GM/Decision of the sole Shareholder or (ii) the date of adoption of the Minutes of the GM or Decision of the sole Shareholder.

No (unless physical filing ctr. online filing).

Yes, signature of the BoD member(s) on the filing form is to be notarized (and apostilled, if applicable).

No.
1
Step 1
30 days
2
Step 2
0-15 days
3
Step 3
0-30 days

30-75 days*

*Notarization may take additional time.
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PRK Partners s.r.o., attorneys at law has provided all relevant information about changing board members [...] in Slovakia.

PRK Partners is a leading regional, full service law firm with a large team of legal and tax professionals and with over 20 years of outstanding 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.

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

TEL: +421-232 333 232
EMAIL: Miriam.Galandova@prkpartners.com
WEB: www.prkpartners.com