The High Court of Cassation and Justice ruled that the decisions of the board of directors can only be annulled by way of resolution of the annual general meeting, with regards to the activity of controlling the administrators’ management. The cases where the decisions have been taken following the execution of delegation of duties, as provided in Art. 114 of Law no. 31/1990, are excepted. To this effect, Art. 114 of Law no. 31/1990 allows the annual general meeting to delegate the administrative council or the directorate its duties to make a resolve in domains such as the one concerning the changes in the registered office, the change in the object – with the exception of the core business – and the increase in corporate funds. Here, however, the management plans of both the general and economic directorate have been rejected and they have both been revoked from their title following the decisions of the board of directors whose annulment has been requested. The High Court maintained that, based on the provisions of these decisions, it can be concluded that they have not been taken in consideration of the execution of the said delegation. Thus, the action for their annulment is inadmissible. (Decision no. 165 of the 29th of January 2015, given at appeal by the 2nd Civil Division of the High Court of Cassation and Justice, covering the annulment of decisions of the board of directors)
:: The Source: JURIDICE.ro
