The Board of Directors (Supervisory Board) in Belarus

The composition of the Supervisory Board of the company is the most important aspect of its management structure. Establishing clear membership criteria and understanding the dynamics of the board’s composition can significantly affect the effectiveness of this important management body.

Membership Requirements:

  1. The Belarusian regulatory framework determines that only individuals can be members of the Supervisory Board.
  2. Directors who are members of the executive body are limited in their representation on the Supervisory Board. The rules prescribe that directors cannot make up more than a quarter of the total number of members of the Supervisory Board. This restriction ensures a balance of power and prevents undue influence on the part of the executive body.
  3. If the company has one owner, this individual is prohibited from joining the Supervisory Board. This provision has been put into effect to maintain the separation of powers and prevent excessive concentration of powers.

Re-election and early termination of powers

Members of the Supervisory Board have the opportunity to be re-elected. This ensures continuity and preservation of valuable experience in the composition of the council.

The powers of the members of the Supervisory Board may be terminated prematurely under certain circumstances. Such termination may occur by decision of the general meeting of participants, shareholders or the owner. Objective reasons, such as changes in business dynamics or strategic direction, may prompt such decisions.

In cases where one or more members resign for objective reasons, the Management Board continues its activities, except in cases when more than half of its members have left or if unanimity is required for decision-making. In such cases, additional members are elected immediately, ensuring the continuous work of the board.

Leadership dynamics

The Supervisory Board has the authority to elect a chairman, a key position responsible for convening meetings and chairing them. The Chairman plays a crucial role in facilitating effective communication and decision-making within the board.

The term of office of the Chairman and the possibility of re-election are determined either by the charter of the legal entity, or, in the absence of such provisions, by a majority vote. This flexibility allows you to adapt to the specific needs and circumstances of the company.

Understanding and compliance with these criteria not only ensures compliance with legal requirements, but also contributes to the formation of a diverse, capable and dynamic Supervisory Board. Balanced representation of directors, excluding sole proprietors, and ensuring mechanisms of continuity and stability of management are important elements in promoting effective corporate governance.

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