LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel, Andreas Schurti and Hemma Kohlfürst, Schurti Partners Attorneys-at-Law Ltd.
articles and the passing of resolutions on mat - ters which are reserved to the general meeting by law or by the articles of the company. 3.3 Decision-Making Processes The shareholders’ meeting, as the supreme body of a Liechtenstein corporation, passes its resolutions by way of ordinary or extraordinary meetings. Typically, the articles of association and the PCA spell out the specific rules for the convocation and the holding of such meetings (see 5.3 Shareholder Meetings ). Conversely, Liechtenstein statutory law provides for only a very limited number of general rules in relation to the meetings and resolutions of the board of directors and the executive manage - ment body. Additional statutory provisions exist for companies that are under the supervision of the Liechtenstein financial market author - ity (FMA). However, the corporation’s articles of association or internal specific relations can include detailed provisions in this regard. Please see 3.1 Bodies or Functions Involved in Governance and Management . The board of directors of a corporation that does not have/ does not require any Liechtenstein licence must include at least one member who possesses the qualification or licence to act as a professional trustee (see 4.4 Appointment and Removal of Directors/Officers ). 4.2 Roles of Board Members Typically, a board of directors consists of a chair - man/president and other board members. The chairman is usually in charge of organising the board meetings. In many boards there is also 4. Directors and Officers 4.1 Board Structure
usually a vice president/vice chairman who steps in when the chairman is absent. The other members can also be allocated specific tasks. In large boards there can also be internal com - mittees provided that the articles of association permit this. Although not mandatory, it is a common task of the chairman of the board of directors to also preside over the shareholder meetings of the company. Frequently, the corporation’s articles of association allocate additional roles to the chairman, the vice chairman and/or the other board members. 4.3 Board Composition Requirements/ Recommendations Please see 4.2 Roles of Board Members . 4.4 Appointment and Removal of Directors/Officers Basically, it is the task of the general meeting of shareholders to elect and re-elect the members and the chairman of the board of directors. To the extent not dealt with differently in the corpo - ration’s articles, a simple majority of the votes is required for such election. As far as the removal of members of the board of directors and the executive management is concerned, corporate decisions to remove such members are the exception rather than the rule. It is more common for a member to resign uni - laterally or not to stand for re-election. In the vast majority of cases, the board of direc - tors appoints the members of the executive management body. However, there are corpo - rations that also require a shareholder vote for the appointment of such members.
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