In a recent decision, the Supreme Court confirmed its interpretation of the rules governing the remuneration of statutory body members where no service agreement has been concluded.

In the case at hand, the general meeting awarded a statutory body member remuneration amounting to millions of Czech crowns for the preceding ten years, even though no service agreement had been concluded between him and the company. A shareholder who disagreed with the remuneration sought to have the general meeting resolution declaring the remuneration invalid on the grounds that no service agreement was in place.

The Supreme Court, however, emphasised that remuneration may be awarded to a statutory body member even without an approved service agreement, including retroactively. The remuneration must nevertheless be duly approved by the general meeting in order to preserve its control over the remuneration of elected body members.

Supreme Court judgment of 29 April 2026, Case No. 27 Cdo 3463/2024

Authors: Helena Hailichová and Lenka Dvořáková