2026-09-14

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Decisions of Iraqi Securities Commission Council – at its seventh meeting held on 18/8/2026

The Iraqi Securities Commission regulates the submission, verification, and acceptance of powers of attorney and proxies for shareholder meetings, requiring submission at least three working days prior to the meeting. The rules mandate specific documentation, prohibit staff from processing proxies for close relatives, and establish fees of 50,000 IQD for non-joint stock companies and 50,000 IQD per proxy for joint stock companies holding up to 10% of capital. The regulations explicitly forbid accepting proxies from deceased persons with attached shares, restricted individuals, or entities subject to executive seizure, and require proxies to explicitly grant rights to attend, discuss, and vote.

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Securities Commission

Regulation No. (29) Controls for Auditing Proxies and Powers of Attorney in General Assembly Meetings

Based on Article (91) of the Companies Law No. (21) of 1997, amended, and in accordance with what the Commission Council approved in its session held on Monday, 11/1/2021, we issued the following controls:

First: Proxies and powers of attorney specific to joint stock companies must be submitted to the Securities Commission at least (3) three working days before the meeting date. The period is calculated from the date of stamping by the competent employee receiving the proxy or power of attorney, and their receipt does not constitute approval.

Second: The Securities Commission must be provided with the following:

  1. From the company, the Companies Registration Department, or the shareholder, documentation confirming the meeting date.
  2. For unlisted joint stock companies, the latest update of the shareholders' register before the General Assembly meeting, stamped by the company and responsible for the accuracy of the information recorded therein, with the company's letter number and date recorded in the body of the proxy by the competent employee.
  3. For listed companies, the Iraqi Central Depository provides a report (electronic, paper, or on CD) of the shareholders' register after the immediate suspension of share trading, including the shareholder's name, share number, and number of shares for each.
  4. For other companies, the agent must provide documentation supporting that the principal owns the shares.

Third: The information must be recorded by the proxy-giving shareholder (share owner) or their legal representative in the fields of the proxy form prepared for this purpose (attached to the controls).

Fourth:
A. Material errors purely written or arithmetic in the proxy do not affect its validity. The competent employee is responsible for correcting this error by striking through the number, word, or paragraph where the error occurred so that it can be read, writing the correct number, word, or paragraph, and recording this in the margin of the register, signed by the competent employee and stamped with the official seal. B. If the error occurs in the recording by the proxy-giving shareholder or their legal representative, they must submit a written request to the competent employee to correct the error. The employee must affix their signature and the requester's signature next to the error and stamp it with the official seal.


Fifth: When granting a proxy to a legal entity, it is sufficient to mention the name of the legal entity without the need to mention the name of the authorized manager or their legal representative.

Sixth: The competent employee must record the signature and thumbprint of the proxy-giving shareholder or their legal representative on the proxy, confirm the accuracy of the recorded information and submitted documents, and bear legal responsibility otherwise.

Seventh: The competent employee must audit the submitted documents with the evidentiary attachments. In case of doubt or suspicion regarding any document, they must request confirmation of its authenticity from the issuing authority.

Eighth:
A. Audit results are sent to the company after the end of official working hours on the day preceding the meeting or upon receiving proxies on the meeting day after verifying the identity of the agent or proxy-giving shareholder and recording their name in the attendance register. B. Verify that the name of the proxy-giving shareholder is not recorded in the attendance register on the meeting day in their own capacity.
C. Verify the attendance of shareholders in their own capacity whose names were recorded in the attendance register; otherwise, the competent employee has the right to strike out the name of the non-present shareholder in the meeting hall.

Ninth: The competent employee is prohibited from the following:

  1. Organizing and documenting proxies belonging to themselves, their spouse, their brother-in-law, or their relative up to the third degree.
  2. Providing any information contained in the registers to any party other than the parties to the relationship, except upon request from an official or judicial authority and after obtaining the necessary approvals.

Tenth: Proxies and powers of attorney are recorded in the attendance register for the General Assembly meeting, and their details are recorded therein, stamped and signed by the Board of Directors member assigned to registration.

Eleventh: The authenticated power of attorney must include the phrase (for attending, discussing, and voting in the meeting), except for the absolute general power of attorney authenticated properly.

Twelfth*: The submitted power of attorney is accepted as an original copy or a certified true copy, provided it is free from any defect that affects its validity, and is attached with (Barcode) for authenticity verification.


Thirteenth*: A power of attorney issued from outside Iraq, completing the proper authentications, is accepted and attached with a life certificate issued for the year in which the meeting is held.

Fourteenth: The shareholder's agent has the right to authorize another person to submit the proxy form to the Commission if their power of attorney permits it.

Fifteenth: The submitted power of attorney is not accepted if its purpose is to dispose of shares and quotas and transfer ownership, unless the authenticity of its issuance is received from the issuing authority or authenticated by the Ministry of Foreign Affairs if the power of attorney is issued from another country.

Sixteenth: The power of attorney is not accepted from the compulsory guardian, custodian, or trustee appointed by the court for a minor unless it states in its body that they act on behalf of the minors under the compulsory guardianship, custodianship, or trusteeship granted to them.

Seventeenth: If the shareholder is a company or bank, the power of attorney must be from the authorized manager in addition to their position. However, if the power of attorney is issued by the authorized manager in their capacity as a shareholder, it must state their personal capacity.

Eighteenth: If the shareholder is a government entity, the General Manager or their delegate by an official letter issued by that entity attends.

Nineteenth: If the shareholder is a foreign (company or bank) whose management center is outside Iraq, the proxy signed by the authorized manager and stamped with the company or bank seal is accepted, sent from the company or bank's approved electronic site to the Commission's email for depositing proxies and powers of attorney (enabat@isc.gov.iq), along with documentation supporting the appointment of the authorized manager.

Twentieth: The person granting the proxy has the right to submit a request to cancel it before the meeting date.

Twenty-first: Arabic is the language in which the document is organized, and the Commission accepts the request of interested parties to authenticate the document after translating it into another language properly.

Twenty-second: The Commission collects the following fees *:
A. Amount of (50,000) IQD only, fifty thousand IQD, no more, for non-joint stock companies.
B. Amount of (50,000) IQD only, fifty thousand IQD, no more, for each proxy and power of attorney that does not exceed (10%) of their share percentage of the joint stock company's capital, provided that the above amount is proportional according to the ratio of the number of shares to the capital.


Twenty-third*:
A. No proxy or power of attorney granted from the heirs of a deceased person whose shares are attached is accepted unless those shares are distributed according to the law.
B. No transfer of ownership of attached shares is allowed, neither for the living nor for the dead, unless the attachment is lifted in application of Article (64 / second / a) of the Companies Law No. (21) of 1997, which stipulates (Shares cannot be transferred if they are attached, pledged, or detained by a court decision).
C. The company's register or the database provided by the Central Depository according to the latest update preceding the General Assembly meeting is adopted for auditing proxies and powers of attorney according to it.
D. No proxy, power of attorney, or trusteeship document for a person whose freedom is restricted (detained, imprisoned, incarcerated) is accepted.
E. Direct representation or by proxy or power of attorney for legal entities subject to executive attachment is not accepted.
F. Auditing powers of attorney to include the right to attend General Assembly meetings, vote, and elect, necessarily, while ensuring that the general power of attorney alone is not accepted without the aforementioned phrase.

[Signature]
13/9/2026
Faisal Al-Haimas
Chairman of the Securities Commission

  • Sequence (Twelfth) amended by the Commission Council's decision in its seventh session held on 2026/8/18.
  • Sequence (Thirteenth) amended by the Commission Council's decision in its seventh session held on 2026/8/18.
  • Sequence (Twenty-second) added by the Commission Council's decision in its seventh session held on 2026/8/18.
  • Sequence (Twenty-third) added by the Commission Council's decision in its eighth session held on 2026/8/30.

Proxy Form

Company Name:
Company Capital:
Purpose of the Meeting:
Date of General Assembly Meeting: 20 / / Place of Meeting:

Shareholder NameShare NumberNumber of SharesSignature
NumericallyIn Words
Proxy-Giving Shareholder NameShare NumberSignature of Proxy-Giving Shareholder or Agent
Agent NamePower of Attorney NumberDateIssuing AuthoritySignature

Stamp and Verification of the Securities Commission I swear to the accuracy of the information and documents provided by me, and otherwise I bear all legal consequences, therefore I signed

H/

Authenticity of Issuance:
Notary Public Department
Number
Date

Note /

  • This proxy is used for the meeting dated above or the adjourned meeting only if the quorum for the first meeting is not met.

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Source: Iraqi Securities Commission — original document

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