Regulatory Alerts2020-03-10
General Decision of the Financial Market Council No. 23 of March 10, 2020 on the Criteria and Procedures for Designating Independent Members of the Board of Directors and Supervisory Board and the Minority Shareholders' Representative
The Financial Market Council issued General Decision No. 23 of March 10, 2020 to establish uniform criteria and procedures for designating independent members of the board of directors and supervisory boards, as well as minority shareholders' representatives. The decision mandates a formal call for applications published at least ten days prior to closing, requiring candidates to demonstrate specific qualifications, independence from corporate interests, and clean legal records. It further outlines strict eligibility thresholds, detailed application file requirements, a structured selection process involving the Financial Market Council's prior opinion, and specific rules for minority shareholder elections, including quorum requirements, voting mechanisms, and ratification by the ordinary general meeting.