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New E-AGM and E-voting Directive Approved

The SEO approved the e-voting directive related to the annual general assemblies for all the registered companies and trusted auditors.

 

The SEO approved the e-voting directive related to the annual general assemblies for all the registered companies and trusted auditors.

Based on this Directive, e-AGM refers to an assembly where participants may join either physically or electronically, while voting will be registered just electronically. Holding e-AGMs will prevent halting companies’ general assemblies as a consequence of Coronavirus.

Following the pre-AGM Articles of this Directive, companies are obliged to inform stockholders about their decisions to hold the AGMs electronically via CODAL or mass circulated newspapers, after granting authorization from the SEO. Additionally, companies shall inform their stockholders all the prerequisites and means of participation, supporting items, and any other information which deem necessary for their stockholders, in the AGM announcement and any changes thereto, in due time.

Accordingly, the AGM officially starts based on the announcement. Companies shall collect the stockholders’ information through Central Securities Depository of Iran (CSDI) after closing the companies’ ticker symbol. Companies’ assemblies are responsible for the authentication of the participating stockholders. Any participant shall register their presence in the system in order to reach the quorum, while the system shall have the ability to register the stockholders information regarding their number of share ownership and voting rights. The quorum will be calculated based on the Commercial Code.

Voting to select BOD will only apply for present physical members, and needs a separate voting. All votes will be done electronically both for physical and for virtual participants.

If any of the banks, financial institutions, leasing, cooperative companies, financial institutions registered at the SEO or any entity being supervised by a separate supervisory authority holds the e-AGM; then the competency of the applicants for their BOD shall be registered in the system and confirmed by their respective supervisory bodies.

Furthermore, the company shall upload the minutes or any important records of the AGM that was confirmed by the Assembly in the CODAL.  

The system shall cover all secret and confidential matters, authorized by the SEO. In this line, companies shall inform the SEO about all the information regarding the persons who have the access to the stockholders’ confidential information in the system. Such persons may include:

1.     BOD and CEOs of the IT company engaged in holding e-AGMs,

2.      All persons connecting to administration, support and maintenance of the system, and registering the records of:

a.     Network, security and infrastructure equipment,

b.     Operating systems,

c.      Data terminals, and

d.     Software management or reporting section.

Companies are obliged to record all activity information and present it to the SEO upon request.

Finally, if any malfunction or technical inconvenience in the system occurs which negatively affects the decision-making; the company shall immediately inform the participants and the SEO. If CSDI is responsible for system malfunction, then CSDI shall immediately inform all participants and the SEO alike.