Abstract

The fact that the Articles of a joint-stock company explicitly empowered the Supervisory Board instead of the General Meeting to set remuneration for the Supervisory Board members acting as Management Board members cannot be considered as an argument in favour of an opposite thesis. Such a statutory provision is invalid by law, that is pursuant to Art. 58 § 1 of the Civil Code in conjunction with Art. 2 of the Commercial Companies Code, as it out of compliance with the 2nd sentence of Art. 390 § 1 in conjunction with the 1st and 2nd sentence of Art. 392 of the Commercial Companies Code. Such a provision also undermines the structure of a joint-stock company by distorting the principle of duality of its managerial bodies, that is the co-existence of the Management Board and the Supervisory Board and the prohibition for the same person to be a member of both laid down in Art. 387 § 1 of the Commercial Companies Code. Therefore, it exceeds the legally permitted limits of contracting freedom set for the Articles of a joint-stock company in Art. 304 § 4 of the Commercial Companies Code. This means that also for this reason it should be considered invalid. This article details legal arguments which support such a view.