Abstract

Exoneration constitutes to be a basic instrument for appraisal of the performance of members of management boards of joint stock companies. Exclusively competent in this respect is the general meeting of shareholders. In light of the provisions of the Commercial Companies Code there are grounds for turning this construct into an economically significant mechanism of discharging board members from liability vis-á-vis the company to the extent covered by exoneration. However, the positions as to the meaning of exoneration in the doctrine and in case-law are divergent. No less problems in the practice of implementation of commercial law are linked with specifying the consequences of adoption of a negative resolution by the general meeting, especially as regards protection of former officers.