In its resolution dated 29 April 2026, Case No. 27 Cdo 3463/2024, the Supreme Court addressed a practically significant issue concerning the remuneration of members of elected bodies of business corporations. It confirmed that even the absence of a duly concluded agreement on the performance of office approved by the general meeting does not in itself prevent the general meeting from granting remuneration to a member of a corporate body – including retroactively for a period during which the office has already been performed.

Under the Business Corporations Act (the “BCA”), the general rule applicable to capital companies is that if remuneration is not agreed in a duly approved agreement on the performance of office, the performance of the office is, in principle, unpaid. According to the Supreme Court, however, this does not mean that the general meeting cannot subsequently grant remuneration to a member of a corporate body on another legal basis.

In the case under review, the general meeting decided in 2022 to grant remuneration of CZK 3.06 million to a member of the board of directors for the performance of his office between 2012 and 2021. The appellate court considered such a decision to be contrary to the law because the member of the board of directors did not have an appropriate agreement on the performance of office in place during the relevant period. The Supreme Court rejected this interpretation.

According to the Supreme Court, remuneration may be granted by means of a decision of the competent body pursuant to Section 61(1) of the BCA, typically the general meeting. The purpose of the statutory regulation is primarily to preserve the control of shareholders over the remuneration of members of corporate bodies, rather than to definitively exclude any remuneration merely because it was not agreed in advance in an agreement on the performance of office. In doing so, the Supreme Court followed its earlier case law, in particular its resolution in Case No. 27 Cdo 372/2019, according to which the general meeting may grant extraordinary remuneration for a previous period and in addition to the remuneration agreed in the agreement on the performance of office.

What About Non-Cash Benefits?

The same issue is also of practical importance in relation to non-cash benefits provided to members of statutory bodies – for example, the private use of a company car, contributions to pension products, certain types of insurance, the provision of company assets or other benefits in kind.

The law expressly provides for this form of remuneration. Pursuant to Section 60 of the BCA, an agreement on the performance of office must specify all components of remuneration, including benefits in kind, contributions to supplementary pension schemes and other benefits. Therefore, if a non-cash benefit is sufficiently specified in a duly approved agreement on the performance of office, the member's entitlement to that benefit arises directly from the agreement.

If the agreement on the performance of office has not been duly concluded or does not provide for the specific benefit in question, Section 61(1) of the BCA applies. Such a benefit may be provided to a member of an elected body in connection with the performance of their office only with the consent of the body competent to approve the agreement on the performance of office and, where applicable, following a statement by the supervisory body, if one has been established. In other words, a non-cash benefit does not necessarily have to be included in advance in the agreement on the performance of office, as its provision may be approved ad hoc by the general meeting.

This conclusion is also supported by further case law of the Supreme Court. In its judgment dated 2 April 2026, Case No. 27 Cdo 1930/2025, the Court addressed flat-rate travel expense reimbursements paid to a member of the board of directors who did not have an agreement on the performance of office. The Court emphasised that benefits related to the performance of office to which there is no entitlement directly under the law, an agreement on the performance of office or the relevant internal regulation must be subject to the control mechanism under Section 61(1) of the BCA. A flat-rate reimbursement could therefore be provided if approved ad hoc by the general meeting.

Can a Non-Cash Benefit Also Be Granted Retroactively?

Resolution Case No. 27 Cdo 3463/2024 concerned monetary remuneration and did not expressly address non-cash benefits. However, Section 61(1) of the BCA and the conclusions of the decision suggest that the form of the benefit is not in itself decisive and that a similar approach may also be possible in the case of non-cash benefits related to the performance of office.

However, it is necessary to distinguish between the retroactive granting of an entitlement and a situation in which a benefit had already been provided in the past without an appropriate legal basis. The new decision does not address the latter situation and therefore cannot automatically be interpreted as allowing the legal basis for such previously provided benefits to be remedied retroactively.

The Supreme Court's new conclusion does not change the fact that an agreement on the performance of office remains the fundamental instrument for regulating the remuneration of members of elected bodies. At the same time, however, it confirms that the absence of such an agreement does not in itself preclude the general meeting from subsequently deciding on remuneration, including remuneration for a period during which the office has already been performed.