Board of Directors

The Board of Directors (“BoD”) is part of an organizational structure which includes 3 governing bodies in the Company, the other governing bodies being the Executive Board (“EB”)/the Sole Director and the General Meeting of Shareholders (“GM”). Unlike other jurisdictions, Belarusian Company Law considers the GM to be the supreme governing body. The Chairman of the EB or the Sole Director cannot be BoD members, but BoD members may be EB members and vice versa. The establishment of the BoD in Companies With Additional Liability is optional. [...]

Division of Duties: Generally speaking, the BoD has the “middle-level” responsibility for the business of the Company, including establishing the overall strategy, making certain “material” decisions and appointing EB members/the Sole Director. Appointing EB members/the Sole Director and making other “material” decisions such as decisions regarding major transactions may fall within the competence of the GM. The EB/the Sole Director, on the other hand, handles and is responsible for the day-to-day business of the Company. A more specific division of roles between the GM, the BoD and the EB/the Sole Director is decided in the Charter of the Company.

Composition: Belarusian legislation sets no minimum number of BoD members, but a conclusion follows from the interpretation of the Companies Act that the BoD must consist of at least 2 members. No maximum quantity of BoD members applies. Only natural persons can be BoD members and the BoD has to elect its own Chairman. The quantity of EB members in the BoD may not exceed ¼ of the overall quantity of BoD members.

Appointment/Dismissal Competence: The BoD members are appointed/dismissed by the GM. The decision is made by a simple majority vote, but the Charter may provide for cumulative voting. During cumulative voting, the number of votes held by each Shareholder is multiplied by the number of vacancies to be filled in the BoD, and each Shareholder is entitled to cast the resulting number of votes for 1 candidate or to distribute such votes between 2 or more candidates. The candidates who receive the highest number of votes are deemed elected. If cumulative voting is provided for appointment purposes, dismissal can be made only in respect of all BoD members.

Alternates: Any transfer of voting rights by a BoD member to any other persons, including other BoD members, is prohibited.

Appointment
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the person in charge of the GM (as defined in the Charter, usually the Sole Director).

At least 30 business days prior to the GM or If cumulative voting applies at least 50 business days prior to the GM.

Yes, original to be delivered to the Shareholders in accordance with the Charter.

No.

No, but in practice (especially in companies with a few Shareholders) the formal procedure may not be followed.

For the agenda, the new BoD member’s prior written consent for the appointment is required. There is no formal procedure for such consent.

2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman, the Secretary of the GM and 2 BoD members/or by the Shareholders who participated in the GM (if the Charter so provides).

At the date as stipulated in the convening notice.

Minutes of the GM have to be prepared within 5 business days of the GM.

No.

No.

No, and absentee voting is prohibited and a physical meeting is required.

The appointment will become effective as per the date of the GM and no filings are required.

1
Step 1
0-30 (or 50) days*
2
Step 2
0-5 days

0-35 (or 55) days**

*Less than 30 (or 50) days only possible if Step 1 is not followed.

**The need for a physical meeting may take additional time.

Dismissal
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the person in charge of the GM (as defined in the Charter, usually the Sole Director).

At least 30 business days prior to the GM or

If cumulative voting applies at least 50 business days prior to the GM.

Yes, original to be delivered to the Shareholders in accordance with the Charter.

No.

No, but in practice (especially in companies with a few Shareholders) the formal procedure may not be followed.

2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman, the Secretary of the GM and 2 BoD members/or by the Shareholders who participated in the GM (if the Charter so provides).

At the date as stipulated in the convening notice.

Minutes of the GM have to be prepared within 5 business days after the GM.

No.

No.

No, and absentee voting is prohibited and a physical meeting is required.

The dismissal will become effective as per the date of the GM and filings are required.

1
Step 1
0-30 (or 50) days*
2
Step 2
0-5 days

0-35 (or 55) days**

*Less than 30 (or 50) days only possible if Step 1 is not followed.

**The need for a physical meeting may take additional time.

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VERDICT has provided all input about changing board members in Belarus. VERDICT is a leading Belarusian [...] legal practice with office in Minsk.

Our team of 12 attorneys renders comprehensive legal services to national, regional and international legal entities, including multinational enterprises, governments, international banks and financial institutions.

For more information about VERDICT and changing board members in Belarus, please use the below contacts:

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