predstavenstvo

Predstavenstvo (představenstvo) is the statutory governing body of a company in Czech and Slovak corporate law. It is the principal management body responsible for the day-to-day running of the company and for representing the company in dealings with third parties, unless the articles of association or law assign representation to other bodies.

Composition and appointment: Predstavenstvo is elected by the general meeting of shareholders and typically consists of three to fifteen members, including a chairperson (předseda představenstva). The term of office and the precise duties are defined in the articles of association and the company’s statutory rules. Members may include executive officers, such as a CEO, but may also be non-executive.

Powers and duties: It approves strategy, business plans and budgets, major investments and contracts, and it appoints and dismisses the executive management. It represents the company in contracts and in legal acts; it acts collectively and may delegate specific powers to individuals or to the CEO.

Relationship to other governance bodies: In joint-stock companies, the predstavenstvo is part of a two-tier governance structure with a supervisory body (dozorčí rada) that supervises the board. In other structures, the board may also have supervisory duties. The general meeting retains ultimate authority and can amend the articles or dismiss board members. Members owe fiduciary duties of care and loyalty and may be liable for breaches under the law and articles of association.

Terminology and scope: In Czech and Slovak law, this term corresponds to the English "board of directors" or "management board." The concept is a core element of corporate governance in the region and varies in details by jurisdiction and company form.