The Constitutional Court received applications from citizens requesting a review of the constitutionality of paragraph 4 of Article 36 of the Law "On Joint-Stock Companies", which empowers the general meeting of shareholders to annul decisions of other governing bodies of the company concerning its internal affairs.
The applications arose following the decision of the sole shareholder of the Non-Profit Joint-Stock Company "Social Health Insurance Fund" to annul a resolution of the Board of Directors approving a new salary scale. The applicants challenged the relevant order in court, but their claims were dismissed by the courts of first instance and appeal.
According to the applicants, the contested provision does not establish sufficient limitations on shareholders' powers and allows decisions affecting employees' labour rights to be annulled without adequate safeguards for their protection.
The Constitutional Court noted that the powers of the general meeting of shareholders are determined by legislation and the company's charter. The authority to annul decisions of other governing bodies extends to matters concerning the company's internal affairs, subject to statutory restrictions and the provisions of its charter.
The Court emphasised that the annulment of a decision by a governing body of a joint-stock company does not automatically terminate or modify employees' previously established labour rights. Changes to the terms and conditions of employment are permitted only on the grounds and in accordance with the procedures prescribed by legislation and the employment contract. The Labour Code prohibits unilateral changes to the terms of an employment contract, except in cases expressly provided for by law.
Following its preliminary examination, the Constitutional Court found no indications that the contested provision violated the applicants' constitutional rights. Their arguments essentially concerned the legal consequences of the annulment of the Board of Directors' decision, changes to remuneration conditions, and the assessment of the circumstances of the case by the courts of general jurisdiction. The resolution of these matters falls within the jurisdiction of the courts.
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