Abstract

At the present state of legislation there can be no doubt that the articles of association of a joint-stock company may provide for co-opting members of the supervisory board. There is, however, a diversity of opinions in the doctrine regarding some particular issues connected with the application of this instrument, such as when co-option is allowed, who is in fact entitled to appoint a new member of the board, and what is the nature of the often-used requirement to confirm the appointment by the general meeting of the shareholders of the company. Having in mind that co-option is a mechanism more and more frequently provided for in the articles of association of joint-stock companies, this issue is worth of an in-depth analysis.