Brazilian Securities Commission (“CVM”) enacted on April 17th, 2020 the Instruction No. 622 (“ICVM 622”), with the intention to facilitate regular activities of publicly-held corporations during the Covid-19 pandemic. ICVM 622 amends CVM Instruction No. 481 which provides for remote attendance and vote in shareholders’ meetings of listed corporations, as well as information associated therewith and public requests of powers of attorney for the exercise of voting rights.
The main purpose of ICVM 622 is to define conditions for publicly-held corporations promoting semi-presential or exclusively remote meetings, in consonance with the Provisional Measure 931, dated of March 30th, 2020, which sets forth and regulates the attendance and remote voting in shareholders’ meetings of closely-held corporation, limited liability companies, and cooperatives.
The main changes brought forth by ICVM 622 are (i) the inclusion of mandatory formalities that must be complied with by corporations when publishing the call notices for remote or semi-presential meetings, such as rules and procedures for the remote attendance of shareholders, including necessary and complete information related to the access and use of the electronic system chosen by the corporation, as well as specifying the format of the meeting (semi-presential or entirely remote). Such information may be summarized in the call notice in case all the details are made available to the shareholders in the corporation’s website; (ii) the specification of the differences between the exclusively remote meeting, in which the shareholders may only attend and vote through the electronic system provided by the corporation, and the semi-presential meeting, whereby the shareholders may attend and vote either in person or remotely and, in this case, the meeting may only be held outside the corporation’s headquarters on an exceptional basis; (iii) granting the corporations with powers to define the term applicable to shareholders for the submission of documents mentioned in the call notice by means of electronic filing; (iv) the inclusion of a provision setting forth that the corporation shall take all the measures to ensure that the chosen electronic system will register the shareholders’ attendance and their respective votes, will permit communications between the shareholders, and will allow simultaneous access to documents presented during the meeting, as well as full recording of the meeting; (v) the possibility of semi-presential or exclusively remote attendance by officers, directors, and persons whose presence is required in remote meetings; and (vi) the possibility of registration of the shareholders’ attendance in the meeting minutes by the chairman and by the secretary of the meeting.
The final wording of ICVM 622 makes clearer that the distinction between the meetings derives from the form they are held: presential, semi-presential or exclusively remote format.
Costa Tavares Paes Advogados is available to provide any further information regarding ICVM 622 and to assist with your company’s shareholders’ meetings.
This newsletter is meant for information purposes only and should not be construed as a legal opinion.