The Securities and Exchange Commission of Pakistan (SECP) Friday issued regulations to be applicable to general meetings of listed companies for providing voting right to members through electronic means. In this regard, the SECP has issued S.R.O.482(I)/2014 to issue the draft of the Companies (Proxy E-Voting) Regulations, 2014. The draft of the Companies (Proxy E-Voting) Regulations, 2014 proposed to be made by the SECP in consultation with the Policy Board.
The regulations shall be applicable to general meetings of listed companies for providing voting right to members through electronic means managed by authorised intermediaries, acting as proxy appointed by the board of directors of the Company, at least thirty days before holding of general meeting. As per SECP rules, no person shall act as Intermediary unless such person fulfil conditions for acting as a balloter, transfer agent or underwriter as per The Balloters, Transfer Agents and Underwriters Rules, 2001 further has the following qualifications:
The conditions for acting as intermediary revealed that it is a company owns web portal for electronic voting, computer hardware and software, and employs persons who are expert in the operation of such hardware and software to discharge the services offered; possess a valid accreditation certificate in terms of ETO Ordinance for the period of appointment and have adequate disaster recovery facilities. Its directors and employees have not been convicted of an offence involving fraud or breach of trust. Its directors and employees have not been punished for an offence under the Ordinance, the Act any rules made or directive issued there under.
No person shall act as intermediary of more than 100 companies at a time for the purpose of these Regulations, proposed rules said. The articles of association of the company shall provide that in ease of proxy e-voting both members and non-members can be appointed as proxy. The chairman of the meeting shall opt for mode of voting as taking a poll and notice of meeting shall disseminate the same.
The rules said that notice of general meeting shall clearly specify that members can also exercise their right to vote through proxy e-voting by appointing intermediary as proxy provided that consent in writing or through electronic mode be received in advance at least ten days before holding of a general meeting, at the registered address of the company, to be provided in notice of the meeting. The information about the intermediary, its web address and contact details be provided in the notice of the meeting. The period in which votes may be cast, retracted and withdrawn is prescribed by the company but must end no later than the day immediately preceding the date of the members meeting. The company shall maintain a database of registered email addresses of members and shall communicate through electronic mode, rules said.
Intermediary shall provide following at least five days prior to holding of the meeting. The login details, password and electronic signature through email to members who opted for proxy e-voting at their registered email addresses along with complete information necessary to enable them to cast vote online, make available or upload, as the case may be, at their web portal businesses to be transacted at a general meeting and the agenda items;
The rules said that members participating through proxy e-voting demand for poll through instrument of proxy (Schedule II). A poll may be ordered to be taken by the chairman of the meeting of his own motu or on demand made by at least five members present in person or by proxy. Members intended to cast an electronic Vote is required to be authenticated through secured electronic signature provided by the Intermediary; and shall cast vote online during the time specified in the notice of the meeting;
The intermediary is required to keep result of proxy e-voting confidential and cast vote as instructed by members through e-voting acting as their proxy during time of poll; Voting outcome on resolutions shall be announced by chairman of the meeting and shall be published on the web portal of the Intermediary at the earliest but not later than twenty four hours of the conclusion of the general meeting. In case of adjourned meeting, no resolution shall be deemed passed, until it is passed at the last day of the holding of meeting.
Intermediary shall provide compliance report of proxy e-voting to chairman of the meeting with in three working days of the meeting and the company shall maintain and arrange to send copy of the compliance report along with minutes of general meeting to the stock exchanges and Commission as and when desired. The company adopting proxy e-voting shall formulate procedures duly approved by the board of directors, draft rules added.
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