The Securities and Exchange Commission of Pakistan (SECP) will give facility to the companies to provide right to vote through postal ballot (voting through post or e-voting) to all members of the companies. The SECP has issued draft of the Companies (Postal Ballot) Regulations, 2017 here on Monday through an SRO 3(I)/2018.
The SECP has proposed to repeal Companies (E-Voting) Regulations, 2016 issued vide SRO 43(I)/2016 dated January 22, 2016. Under the proposed Companies (Postal Ballot) Regulations, 2017, for the purposes of e-voting and related matters the board of directors of the company shall approve procedure for appointment of e-voting service provider in accordance with these regulations and the articles of association of the company.
The SECP said that where poll is demanded in the general meeting, the company shall within seven days from the day on which it is demanded send all members following details for casting vote in a secure manner along with complete information necessary to enable them to cast vote through e-voting web address, login details, password and other necessary details through email; generate security codes through SMS from web portal of e-voting service provider; or electronic signature.
The company shall ensure that agenda items are correctly uploaded for which poll was demanded in the web portal of e-voting service provider and resolve any grievances of members to enable them to cast vote through e-voting. For the purposes of e-voting and related matters every company shall appoint e-voting service provider subject to the fulfillment of requirements under these regulations.
The persons shall be eligible to perform the functions of e-voting service provider included central depository licensed under Securities Act, 2015 or share registrar and ballotter as registered under the Share Registrars and Ballotters Regulations, 2017, subject to the minimum requirements.
The facility for e-voting shall remain open for not less than three days and shall close at 1700 hours on the date preceding the date of the poll. Identity of the members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login, the SECP said.
Members shall cast vote online during the time specified provided that once the vote on a resolution is cast by a member, he shall not be allowed to change it subsequently. The e-voting services provider shall be required to keep the result of e-voting confidential and provide access to the chairman of the general meeting in which poll was demanded to unblock result of e-voting on the day of poll, the SECP said.
The company shall, within three working days from the day of general meeting, in which poll is demanded, send a ballot paper on the format as provided in Schedule I to members containing resolution along with prepaid envelope through traceable and trackable postal means and security code through email, ensuring that the postal ballot is received by the member at least seven days prior to the date of poll.
The company shall provide following information to the members, besides uploading the same on its website: Business address of chairman of the general meeting in which poll was demanded, where duly filled ballot paper has to be sent by members and his contact details and detailed procedure for submission of ballot papers and procedure for members who have not received ballot paper for obtaining a duplicate thereof.
Procedure for voting through post: The members shall ensure that duly filled ballot paper along with copy of computerized national identity card (CNIC) should reach the chairman of the meeting through post or email one day before the day of poll during working hours. The signature on the ballot paper should match with signature on the CNIC.
Responsibility of chairman of meeting: The chairman of the general meeting shall record the time and date of receipt of ballot papers and keep them in safe custody and ensure that the result remain confidential till voting is concluded in the meeting. No person shall deface or destroy the ballot paper or declare the identity of the member, the SECP said.
The decision of chairman of the meeting regarding validity of the vote shall be final. The chairman of the meeting shall immediately after the conclusion of poll, count votes given in person or through video-link or through post, unblock result of e-voting in the presence of a representative of the members demanding the poll.
Voting outcome on poll shall be announced by the chairman of the meeting and the results of the same shall also be published on the company's website at the earliest but not later than twenty-four hours from the conclusion of the general meeting. The chairman, after announcement of result of poll, shall send execution report of poll, on the format as provided in Schedule II, to the company which shall preserve them safely in accordance with the provisions of Section 151 of the Act.
The SECP said where the Commission is satisfied that it is not practical to comply with any requirement of these regulations in case of a company or class of companies, the Commission may, for reasons to be recorded in writing, relax such requirement subject to such conditions as it may deem fit.
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