Principles and instructions of the general meeting and their impact on the responsibility of members of elected bodies
Abstract
Members of the elected bodies of capital companies are obliged to follow the principles and instructions approved by the general meeting. The contribution distinguishes between principles and guidelines and defines the prerequisites that must be met in order for the general meeting to determine a principle or issue an instruction.
Furthermore, it is analyzed in detail which principles (instructions) are binding for members of elected bodies and which are not. Finally, the responsibility of members of elected bodies is addressed in case they (dis)respect the principle or instruction.
The contribution thus helps to determine the conditions under which the capital company as the authorized person can bindingly specify the procedure of the member of the elected body as the administrator of foreign affairs (fiduciary).