Newsletter
USE OF PROXIES AT BOARD MEETINGS MUST BE SPECIFIED IN ARTICLES OF INCORPORA-TION
Article 205, Paragraph 1 of the Company Act provides that in principle directors must attend board meetings in person, but that attendance by videoconferencing is considered as attendance in person. According to an MOEA interpretation dated 15 September 2003, participation by means of electronic communication technologies other than videoconferencing cannot be regarded as attendance in person.
A director who is unable to attend a board meeting in person may only designate another director to act as his proxy, provided that the company's articles of incorporation explicitly provide for this. Otherwise, according to an MOEA interpretation dated 19 August 2003, such designation or proxy is not binding on the company.