CORONAVIRUS CRISIS
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MEETINGS AND DECISION-MAKING DURING THE CORONAVIRUS CRISIS Decision-making should be the “fruit of consultation”, as the Supreme Court determined in 1969. In principle, this rule refers to the decision-making of all legal entities and applies both in the European and Caribbean part of the Kingdom of the Netherlands. Such consultation customarily takes place during a meeting in which members of the relevant body participate. But how does this work when government measures relating to the coronavirus crisis restrict the options for people to get together? UPDATED AS PER MARCH 30, 2020
GOVERNMENT MEASURES Travel restrictions in many countries have stopped air and shipping traffic or reduced it to a minimum. We see a global call for social distancing. Aruba has introduced curfew. Nonessential businesses and organizations in St. Maarten are required to close their doors. In the Netherlands, an “intelligent lockdown” (in Prime Minister Rutte’s words) has been proclaimed. The Curacao government has gone a step further and imposed a full lockdown. These measures have major consequences for everyday life as well as the business community on our islands. Also, most managing directors, supervisory directors, and shareholders are expected to stay home for the time being.
CURAÇAO BUSINESS | EDITION 1 | 2020
BOARD MEETINGS In an ideal world, board meetings would be postponed until people can meet again safely in person. However, the current crisis will be a reason for many companies to revise the strategy, policy and/or setup of their own organization, whether or not temporarily. In the year 2020, technology fortunately provides good alternatives for physical meetings. As there is no prescribed form for passing management board resolutions, a multi-member management board can generally use electronic means of communication (e.g. video conference). It is important that technology facilitates participation of all participants in the debate and being able to hear one another properly.
If necessary, from a tax perspective (e.g. substance requirements) or otherwise that at least part of the management board convene, proxies can be used to limit the number of attendees. Alternatively, passing resolutions in writing (i.e. outside a meeting) could be considered, provided all managing directors in office agree. Pay attention to any rules or restrictions in articles of association or regulations relating to meetings and decision-making of the board. What was just previously written about the management board generally applies accordingly to a supervisory board or a one-tier board comprising executive and non-executive directors.
