Abstract

Basing on Art. 391 § 1 of the Commercial Companies Code the shareholders may modify the rule laid down in a joint-stock company's articles that resolutions of the supervisory board shall be adopted by an absolute majority of votes. The article is aimed to demonstrate that the above right of the shareholders may not be exercised arbitrarily, as the extent of the modification is limited, on the one hand, by the position of the supervisory board as a governing body of a joint stock company performing a supervisory function and, on the other hand, by systemic and axiological coherence of the Code , and in particular – compliance with the nature of a joint-stock company (Art. 304 § 4 of the Commercial Companies Code). Therefore, the author belies that the modification made by the shareholders in the articles must not violate the principle of collegiality of action of the supervisory board of a joint-stock company, in particular in the context of the rules for adopting resolutions and (further on) the rule „one member of the board – one vote”, which also corresponds with the nature of a joint-stock company since the supervisory board, as the only governing body authorized to control the management’s activities must not be limited in its activities (1) by excluding the right of a supervisory board member to vote, or (2) by giving a special weight to the vote of any member of the board (including the chairman) other than the weight of the votes of other members (e.g. by granting the right of veto or reverse veto), or (3) by granting to any member of the supervisory board (including the chairman) more votes than to other members of the board.