Draft of the Companies (Proxy E-Voting) Regulations, 2014

GOVERNMENT OF PAKISTAN

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

Islamabad, June 4, 2014

NOTIFICATION

S.R.O 482(I)/2014.— The following draft of the Companies (Proxy E-Voting) Regulations, 2014 proposed to be made by the Securities & Exchange Commission of Pakistan in consultation with the Policy Board, in exercise of the powers conferred by clause (ii) of subsection (1) of Section 40 of the Securities and Exchange Commission of Pakistan Act, 1997(XLII of 1997) read with Section 506A of the Companies Ordinance, 1984 is hereby published for eliciting public opinion as required under sub-section (2) of section 40 of the Act and suggestions thereon, if any, received within a period of thirty days from the date of its publication in the official Gazette, shall be taken into consideration:

1. Short title and commencement:

i) These Regulations shall be called the Companies (Proxy E-Voting) Regulations, 2014.

ii) They shall come into force at once.

2. Definitions:

a) In these Regulations, unless there is anything repugnant in the subject or context-

i) “Accreditation certificate” means a certificate granted by the Electronic Certification Accreditation Council established under Section 18 of ETO Ordinance;

ii) “Commission” means the Securities and Exchange Commission of Pakistan;

iii) “ETO Ordinance” means the Electronic Transactions Ordinance, 2002;

iv) “Electronic signature” means any letters, numbers, symbols, images, characters or any combination thereof in electronic form, applied to, incorporated in or associated with an electronic document, with the intention of authenticating or approving the same, in order to establish authenticity or integrity, or both;

v) “Intermediary” means a person acting as a service provider in relation to the sending, receiving, storing, or processing of the electronic communication, or the provision of other services in relation to it;

vi) “Ordinance” means The Companies Ordinance, 1984;

vii) “Proxy E-Voting” means exercise of indirect voting right through electronic means by appointing intermediary as proxy;

viii) “Quorum” means quorum as required under Section 160 of the Ordinance present at the place of the meeting;

b) All words and expressions used but not defined in these Regulations shall have the same meanings as in the Companies Ordinance, 1984 and the Electronic Transactions Ordinance, 2002.

3. Applicability:

The Regulations shall be applicable to general meetings of listed companies for providing voting right to members through electronic means managed by authorized intermediaries, acting as proxy appointed by the board of directors of the Company, at least thirty days before holding of general meeting.

4. Conditions for acting as Intermediary:

No person shall act as Intermediary unless such person fulfill 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:

(i) It is a company;

(ii) 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;

(iii) Possess a valid accreditation certificate in terms of ETO Ordinance for the period of appointment;

(iv) Have adequate disaster recovery facilities;

(v) Its directors and employees have not been convicted of an offence involving fraud or breach of trust;

(vi) Its directors and employees have not been punished for an offence under the Ordinance, the Act any rules made or directive issued thereunder;

a) No person shall act as Intermediary of more than 100 companies at a time for the purpose of these Regulations.

5. Amendments in articles of association:

The articles of association of the company shall provide that in case of Proxy E-Voting;

(i) Both members and non-members can be appointed as proxy;

(ii) The chairman of the meeting shall opt for mode of voting as taking a poll and notice of meeting shall disseminate the same.

6. Notices of general meeting: (Schedule I)

(i) 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;

(ii) Information about the Intermediary, its web address and contact details be provided in the notice of the meeting;

(iii) 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;

(iv) Company shall maintain a database of registered email addresses of members and shall communicate through electronic mode;

7. Access to general meeting businesses information:

Intermediary shall provide following at least five days prior to holding of the meeting;

i) 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.

ii) 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;

8. Participation in general meeting through Proxy E-Voting:

(i) 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 motion or on demand made by at least five members present in person or by proxy;

(ii) 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;

(iii) 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;

(iv) 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;

(v) In case of adjourned meeting, no resolution shall be deemed passed, until it is passed at the last day of the holding of meeting;

9. Compliance report: (Schedule III)

Intermediary shall provide compliance report of Proxy E-Voting to chairman of the meeting 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.

10. General Requirement:

The company adopting Proxy E-Voting shall formulate procedures duly approved by the board of directors.

[EMD/MISC/82/2012]

BUSHRA ASLAM
SECRETARY TO THE COMMISSION

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Schedule I

Notice of Annual General Meeting / Extra Ordinary General Meeting: Notice is hereby given that the [number of meeting] annual general meeting/extra-ordinary general meeting of [name of company] will be held at [place of meeting], on [date of meeting], at [time of meeting] to transact the following business:

In order to vote through e-voting or to avail video conference facility please fill the requisite forms and submit to company within time frame mentioned in forms.

A. Ordinary Business

1. Consideration of the accounts, balance sheets and the reports of the directors and auditors.
2. Declaration of a dividend.
3. Appointment and fixation of remuneration of auditors.
4. Election of directors.

B. Special Business
5. To -----

By the order of board
[Name of company secretary]
Company Secretary

[place] [dated]

Notes:
A. For attending the meeting personally:
B. For appointing other members as proxies:
C. For appointing intermediary as proxy for exercising electronic voting right as per the Companies (Proxy E- Voting) Regulations, 2014.
i) ABC (with complete contact details) is appointed by the board of directors as intermediary for the meeting on (30 days before the meeting). ii) The instruction to appoint intermediary as proxy and opting to vote through proxy electronic voting as per the Companies (Proxy E-Voting), 2014 shall be deposited to the company at least ten days before holding of general meeting at (registered address of the company) or through email (detail of secure email address of the company). iii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form. (iv) The right of vote through electronic voting can be exercised from [date] to [date] through website[address of website]. (v) Mode of voting will be by taking a poll on the discretion of chairman of the meeting or if demanded by members as per Section 167 of the Ordinance.

Form for Video Conference Facility
Members can also avail video conference facility in (name of cities where facility can be provided keeping in view geographical dispersal of members). In this regard please fill the following and submit to registered address of the Company 10 days before holding of general meeting.

If the company receives consent from members holding in aggregate 10% or more shareholding residing at a geographical location, to participate in the meeting through video conference at least 10 days prior to date of meeting, the company will arrange video conference facility in that city subject to availability of such facility in that city.

The Company will intimate members regarding venue of videoconference facility at least 5 days before the date of general meeting along with complete information necessary to enable them to access such facility.

I/We, ____________________ of ____________________ being a member of ABC Ltd., holder of ____________________ Ordinary Share(s) as per Register Folio No. ____________________ hereby opt for video conference facility at----

Signature of member

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Schedule II
Form of Proxy

Option 1
Appointing other person as Proxy

I/We, ____________________ of ____________________ being a member of ABC Ltd., holder of ____________________ Ordinary Share(s) as per Register Folio No. ____________________ hereby Appoint Mr. ____________________ Folio No.(if member) ____________________ of ____________________ or failing him Mr. ____________________ Folio No(if member). ____________________ of ____________________ as my / our proxy in my / our absence to attend and vote for me / us, and on my / our behalf at the Annual General Meeting/Extra Ordinary General Meeting of the Company to be held on ------------------------ and at any adjournment thereof. Signed under my / our hand this ____________________ day of ____________________ 2014.

Option 2
Appointing Intermediary as proxy as per The Companies (Proxy E-Voting) Regulations, 2014. for e-voting

I/We, ____________________ of ____________________ being a member of ABC Ltd., holder of ____________________ Ordinary Share(s) as per Register Folio No. ____________________ hereby Appoint Intermediary (ABC) as proxy and will exercise Proxy Electronic Voting as per The Companies (Proxy E-Voting) Regulations, 2014 and hereby demand for poll.

My secured email address is ____________________, please send login details, password and electronic signature through email.

Signature should agree with the specimen signature registered with the company

Signed in the presence of:

Signature of Witness | Signature of Witness

NOTES:
1 This instrument appointing a proxy under option 1 shall be in writing under the hand of appointer or his attorney duly authorized in writing, or if the appointer is a corporation either under the common seal or under the hand of an official or attorney so authorized. No person shall be appointed as proxy who is not a member of the Company qualified to vote except that a corporation being a member may appoint a person who is not a member. 2 The instrument appointing a proxy under option 1 and the power of attorney or other authority (if any), under which it is signed or a notarially certified copy of that power of attorney, shall be deposited at the office of the Company not less than 48 (forty eight) hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default the instrument of a proxy shall not be treated as valid. 3 The instrument appointing a proxy under option 2 shall be deposited in advance in writing at least ten days before holding of general meeting, at the registered office (address) of the company or through email (detail of secure email address of the company).

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Schedule III
Compliance Report for Proxy E-Voting

Details
Name of the Company
Date of the general meeting
dates for casting Electronic Vote
Total members opted for Proxy E-Voting

Resolutions.

Resolution 1	Details
Resolution 2	Details
Resolution 3	Details

Result of Proxy Electronic Voting

Name of member	Shares held or no. of votes	Result of resolutions
		Resolution No. 1	Resolution No. 2	Resolution No. 3
		No. of votes in favor or against	No. of votes in favor or against	No. of votes in favor or against
Total		xxxxxxx		xxxxxxx

Authorized signature of Intermediary