Election of directors: Cos directed to give right of vote thru e-voting facility

ISLAMABAD: The Securities and Exchange Commission of Pakistan (SECP) has directed companies to provide the right of vote through electronic voting facility and voting by post to members of every listed company for the election of directors.

The SECP has issued a notification on Friday to amend the Companies (Postal Ballot) Regulations, 2018.

According to the revised regulations, the right to vote through electronic voting facility and voting by post shall be provided to members of every listed company for all businesses classified as special business and in case of election of directors, if the number of persons who offer themselves to be elected is more than the number of directors fixed.

The right of vote through postal ballot shall be provided to members of every company, subject to the requirements of sections 143 and 144 of the Companies Act.

Where, in addition to e-voting, the option of voting through ballot paper is provided by the Company in case of election of directors or transactions specified as special business under the Act, the Company shall publish the ballot paper and information as provided in newspapers and also upload the ballot paper on its website not later than seven days before the general meeting, SECP said.

Members of listed companies: SECP allows use of e-voting facility

The Board of a listed company shall appoint a scrutinizer for the purpose of voting in the meeting where following businesses are to be transacted,- (a) businesses mentioned in section 183 (3) (a) and (b) of the Companies Act; (b) investment in associated companies as mentioned in section 199 of the Act except where investment is made in wholly owned subsidiary; and election of directors. Provided that listed companies are required to appoint scrutinizer under this regulation after three months from date of publication of this amending notification.

The scrutinizer appointed shall be the statutory auditor of the company or any other auditor fulfilling requirements stated in section 247 of the Act and having satisfactory QCR Rating from the Institute of Chartered Accountants of Pakistan (ICAP); and shall in the opinion of the Board has necessary knowledge and experience to independently scrutinize the voting process.

The scrutinizer appointed may take assistance of any person who is not in employment of the company for the purpose of fulfilling his/her responsibilities.

The scrutinizer appointed shall observe that satisfactory procedures of the voting process including adequate precautionary measures to comply with the requirements of these regulations are in place and validate the voting results compiled by the Company which includes votes cast in person, through proxy, video-link and postal ballot immediately after the conclusion of the voting. In case of e-voting, ensure presence at the time of unblocking the votes by the chairman to observe and oversee the process.

The scrutinizer appointed shall be available in the general meeting and observe the count of the votes cast, either manually or electronically and observe that there is no duplication of votes cast, either manually or electronically, SECP added.

Copyright Business Recorder, 2022