Listed companies: SECP suggests amendments to e-voting rules

RECORDER REPORT

ISLAMABAD: The Securities and Exchange Commission of Pakistan (SECP) has proposed that a licensed central depository or a share registrar and registered ballotter may be eligible to perform the functions of an intermediary for e-voting on behalf of listed companies. Through an SRO No 33(I)/2017 issued here on Monday, the FBR has proposed amendments to the Companies (E-Voting) Regulations, 2016.

The draft amendments to the Companies (E-Voting) Regulations, 2016 proposed to be made by the SECP for information of all the persons likely to be affected thereby and notice is hereby given that objections or suggestions, if any, received within fourteen days from the date of its publication in the official gazette will be taken into consideration.

Companies (E-Voting) Regulations, 2016 are applicable to general meetings of the listed companies for providing voting rights to members through electronic means managed by authorised intermediaries.

Under SRO No 33(I)/2017, a central depository licensed under the Securities Act, 2015 (III of 2015) or a share registrar and ballotter as registered under the Share Registrars and Ballotters Regulations, 2017 may be eligible to perform the functions of an intermediary if it fulfils the following requirements:

Firstly, it owns or provides a web portal for e-voting, computer hardware, software and procedure that are reasonably secure from unauthorised access and misuse and it provides reasonable level of reliability and correct operation.

Secondly, it employs persons who are expert in the operation of such hardware and software to discharge the services offered.

Thirdly, it possess or provides a secured system based on process of display of electronic ballots, recording of votes of the members and the number of votes polled in favour or against, in such a manner that the entire voting exercised by way of electronic means get registered and counted in electronic registry in a centralised server with adequate cyber security and certified from independent external party auditors or expert regarding information security standard (e.g. ISO certification), penetration testing and cyber security protection.

Fourthly, the web portal and systems must possess securities features including use of digital signature or authentication for communication with legitimate shareholders; maintenance of passwords in the encrypted mode in the database; CAPTCHA mechanism upon login of E-Voting portal; secure communication by use of HTTPs protocol and SSL certificate; all significant activity by web portal users shall be logged and capable of backup of database for data loss prevention.

Fifthly, its directors and employees have not been convicted of an offence involving fraud or breach of trust and not punished for an offence under the ordinance and any rules made or directive issued there under and it is not an associated company or undertaking.

The SECP added that the identity of the members intending to cast an e-vote is required to be authenticated through secured electronic signature or authentication for login provided by the intermediary and shall cast vote online during the time specified in sub-regulation of regulation, it added.