Law No. 90/2012 Coll. on Commercial Companies and Cooperatives - Two-tier System

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NOTE: This text has been translated using google translation and may therefore contain misleading information.

Section 3

Two-tier system

Subsection 1

The Board of Directors

§ 435

(1) The statutory body of the company's board of directors.

(2) The Board of Directors for the business management.

(3) No one is authorized to issue guidelines on the Board of Directors of the Management Board, without prejudice to § 51 paragraph 1

(4) The Board shall ensure proper accounting, submit to the General Meeting for approval of the ordinary, extraordinary, consolidated or interim financial statements in accordance with the articles of the proposed distribution of profit or cover losses.

§ 436

(1) The financial statements or from the main data for the Company Board shall publish the manner provided by law and the general meeting for at least 30 days before the meeting stating the time and place where the accounts for inspection. If a company publishes its financial statements on its website at least 30 days prior to the meeting and until 30 days after approval or disapproval of the financial statements, the first sentence shall not apply.

(2) Together with the financial statements of the Board shall publish a manner in accordance with paragraph 1 also report on the company's business and its assets, this report is part of the annual report under other legislation, if the processes. The second sentence of paragraph 1 shall apply mutatis mutandis.

§ 437

Statutes may designate another way in which the Board may delegate its obligations under § 436 be met if such action will not restrict the right of shareholders to the information requested.

§ 438

(1) Members of the Board shall be elected and recalled by the General Assembly, unless the statutes determined that the application belongs to the Supervisory Board.

(2) In the event that the Board elect the members of the Supervisory Board also approved the contract on the performance of individual board members.

§ 439

(1) Unless the statutes provide otherwise, the Board has 3 members.

(2) The Board elects and recalls its chairman.

(3) the absence of statutes or contract for performance of the long term, it applies that was for each member of the Board agreed to one year, in the event of conflict between the statutes and the contract for performance of the true length of the term agreed in the contract for performance of the .

§ 440

(1) The Board shall decide by majority vote of members present, unless determined by a higher number of statutes. Each board member has 1 vote.

(2) The Board of Directors during the meeting and its decisions shall be minuted and signed by the presiding secretary, annexed to these Minutes is a list of those present.

(3) The minutes are specifically board members who voted against the individual decision or abstained; for non members is considered that voted for the decision.

Prohibition of competition

§ 441

(1) Member of the Board may take action in the subject company, nor for any other person, business or intermediary for another company.

(2) Members of the Board shall be a member of a statutory body of another legal entity with the same or similar activity or a person in a similar position, unless it is a concern.

(3) Board member shall not participate in the business of another corporation as a business partner with unlimited liability or as a controlling person of another person with the same or similar activity.

§ 442

(1) If the founders of the company or authority to select the board member was a member of any of the circumstances under § 441 was expressly advised or if this is later, and a member of the Board in writing to her attention, it is considered that this member Board action, which concerns the prohibition, not banned. This does not apply if one of the founders or authority responsible for his election expressed disagreement with the actions under § 441 within one month from the date on which it is the circumstances under § 441 notified.

(2) A member of the Board of Directors elected by the General Meeting, give notice pursuant to paragraph 1 in the invitation to the General Meeting and the agenda for the meeting must be included in the vote of any disagreement pursuant to paragraph 1

(3) The statutes or the decisions of the General Meeting may specify other restrictions.

§ 443

In the event of death of a member of the Board, resignation, removal or other termination of his position chosen by the competent authority within two months of a new member of the Board. If, for reasons set out in the first sentence of the Board unable to fulfill its functions, absent members shall be appointed upon the motion of the person on it has a legal interest for the period before the duly elected member or members absent, otherwise by the court without proposed to withdraw and order its liquidation.

§ 444

(1) The statutes may provide that the Board of Directors, whose membership has not fallen below half, may appoint alternate members to the next meeting of the authority, which authorized member name. The period of performance of the replacement board member is not included in the performance of the Board of Directors, the statutes do not specify anything else.

(2) The statutes may also determine the choice of substitutes who enter the board member vacancy according to the established order.

§ 445

(1) lapses if the legal person who is a member of the Board, the legal successor becomes a member of its legal successor, unless otherwise determined by the statutes.

(2) ceases to exist if the legal person who is a member of the Board, with the liquidation, the provisions in § 443 and 444 accordingly.

Subsection 2

The Supervisory Board

§ 446

(1) The Supervisory Board oversees the Board of Directors and the Company's activities.

(2) The Supervisory Board is governed by the principles agreed by the General Meeting, unless they are in conflict with this Act or the statutes. Violation of these policies has effects on third parties.

(3) No one is authorized to issue guidelines on the Supervisory Board of its statutory obligation to control the Board of Directors.

§ 447

(1) The Supervisory Board is authorized to inspect all documents and records relating to the company's activities and to check whether the accounting records are properly kept in accordance with the facts and whether the business or other activity going on in the company's compliance with other laws and statutes.

(2) The authorization referred to in paragraph 1 of the Supervisory Board members can only benefit from a decision of the Supervisory Board, unless the Supervisory Board is unable to perform its functions.

(3) The Supervisory Board reviews the ordinary, extraordinary, consolidated, or the interim financial statements and profit distribution or payment of losses and presents observations to the general meeting.

(4) The Supervisory Board shall appoint a member who represents the company in proceedings before courts and other authorities against a member of the Board.

§ 448

(1) Unless the statutes provide otherwise, the Supervisory Board has 3 members.

(2) Members of the Supervisory Board are elected and recalled by the General Assembly.

(3) The Supervisory Board elects and recalls its chairman.

(4) the absence of statutes or contract for performance of the long term, it applies that was for each member of the Supervisory Board agreed to three years, in the event of conflict between the statutes and the contract for performance of the true length of the term agreed in the contract performance function.

(5) Member of the Supervisory Board may be a member of the Board or other person authorized by a registration act for the company.

§ 449

(1) Members of the Supervisory Board meeting attended and an authorized member of the Supervisory Board acquainted with her performance of the Supervisory Board. Members of the Supervisory Board must be given the floor whenever they request it.

(2) The Supervisory Board by a majority of members present, unless determined by a higher number of statutes. Each member of the Supervisory Board has 1 vote.

§ 450

(1) The course of the Supervisory Board and its decisions shall be recorded in writing, signed by the chair; annexed to these Minutes is a list of those present.

(2) The minutes are specifically Supervisory Board members who voted against the adoption of individual decisions or abstaining; for non members is considered that voted for the decision.

(3) The minutes shall also be members of minority opinions, if they request it.

§ 451

Prohibition of competition

(1) Member of the Supervisory Board shall not undertake in the course of the company, nor for any other person or intermediary company for other businesses.

(2) Member of the Supervisory Board shall not be a statutory body of another legal entity with a similar activity or a person in a similar position, unless it is a concern.

(3) Member of the Supervisory Board may participate in the business of another corporation as a business partner with unlimited liability or as a controlling person of another person with the same or similar activity.

§ 452

(1) If the establishment of the company's founders were a member of the Supervisory Board on any of the circumstances described in § 451 was expressly advised or if this is later, and a member of the Supervisory Board in writing to her attention, it is considered that this member of the Supervisory Board activity, which the prohibition applies, not banned. This does not apply if one of the founders or authority responsible for his election expressed disagreement with the activities under § 451 within one month from the date on which it is the circumstances under § 451 notified.

(2) A member of the Supervisory Board elected by the General Meeting, give notice pursuant to paragraph 1 in the invitation to the General Meeting and the agenda for the meeting must be included in the vote of any disagreement pursuant to paragraph 1

(3) The statutes or the decisions of the General Meeting may specify other restrictions.

§ 453

(1) In the event of death of a member of the Supervisory Board, resignation, removal or other termination of the function chosen by the competent authority within two months of a new member of the Supervisory Board. If, for this reason, the Supervisory Board to fulfill its functions, appoint missing members of the bar to the proposal of the person on it has a legal interest for the period before the duly elected member or members absent, otherwise the court, even without a petition to cancel and order its liquidation.

(2) The membership of the Supervisory Board terminates the election of a new member, unless the decision of the General Assembly follows something else.

§ 454

(1) The statutes may provide that the supervisory board, whose membership has not fallen below half, may appoint alternate members to the next meeting of the authority, which authorized member name. The period of performance of the substitute member of the Supervisory Board are not included in the performance of a member of the Supervisory Board do not determine if something other statutes.

(2) The statutes may also determine the choice of substitutes who enter the vacant Supervisory Board according to the established order.

§ 455

(1) lapses if the legal person who is a member of the Supervisory Board, the legal successor becomes a member of the Supervisory Board of its legal successor, unless otherwise determined by the statutes.

(2) ceases to exist if the legal person who is a member of the Supervisory Board, with the liquidation, the provisions in § 453 and 454 accordingly.

Section 4

The one-tier system

§ 456

(1) Where this Act provides for the Board, shall mean the Director, as appropriate statutory or other authority of the company, which has a similar scope.

(2) Where this Act provides for the Supervisory Board shall mean the circumstances the Board or the Chairman of the Board or other body with similar powers control.

Board

§ 457

Unless the statutes, the Board of 3 members.

§ 458

(1) Rules for convening the Board modifies statutes. Board meetings shall be convened by its chairman.

(2) to participate in the meetings of the Board always invites a statutory director.

§ 459

(1) Where the Board is not convened for more than two months, he may request the President convened the third of its members, with an agenda to be determined.

(2) If the Chairman does not call the Board without undue delay of receipt of the request may themselves convene it, the applicants, the associated costs borne by society.

(3) The Chairman shall convene the board even if requested by the statutory manager, with an agenda, which determine the statutory manager. If the President fails to convene the Board without undue delay of receipt of the request, it can call itself a statutory manager; related costs borne by society.

(4) Chairman of the Board may narrow down the draft agenda in accordance with paragraphs 1 to 3, except with the consent of those who demanded the convening of the Board.

§ 460

(1) The Board determines the primary focus of the Management Board and oversees its proper performance.

(2) The powers of the Board belong to any matter relating to the Company, unless the law entrusts it to the General Meeting.

Chairman of the Board

§ 461

(1) The Board elects and recalls its chairman. Term of office of President shall not exceed the length of his term as a member of the Board.

(2) The Chairman of the Board may only be a natural person.

(3) In the case of temporary incapacity of the President to act as the Board may temporarily delegate the Chairman of another of its members, paragraph 2 shall apply mutatis mutandis.

§ 462

(1) Chairman of the Board organizes and manages its activities and oversees the proper performance of the Board of subordinate bodies. About his findings and work of the Board shall inform the General Meeting.

(2) Chairman of the Board represents the company in proceedings before courts and other statutory authorities, the Director. If the Chairman of the Board at the same statutory director represents the company other designated Board member.

§ 463

Statutory Director

(1) The statutory body of the statutory manager appointed by the Board. Treaty on the statutory Director approved by the Board.

(2) The statutory director may only be a natural person eligible under this Act for membership of the Board.

(3) Statutory Director may also Chairman of the Board. In his position to apply the provisions of this Act a priority of the Board of Directors.

(4) Statutory Director for the business management.

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