CNV Regulates Remote Board of Directors and Shareholders Meetings

Considering the current emergency, the Argentine Securities and Exchange Commission (the “CNV” after its acronym in Spanish) issued General Resolution No. 830 (“Resolution 830”), which was published in the Official Gazette on April 5, 2020. The Resolution 830 regulates remote board of directors and shareholders meetings, even if they are not authorized by the by-laws.

The Resolution 830 requires the compliance with the following minimum requirements to perform remote shareholders meetings during the health emergency:

1. All shareholders must have free access to the meeting and the opportunity to speak and vote.
2. The communication channel must allow the simultaneous transmission of sound, images and words throughout the entire meeting, and its recording on digital media.
3. The company must inform in the call for the meeting which is the chosen communication channel, mode of access, procedure for issuance of the vote and the e-mail by means of which the shareholders will communicate their attendance to the meeting.
4. The meeting minutes must state who were the participants and their capacities, the place where they were during the meeting, and the technical mechanisms used.
5. The recorded meeting must be kept on a digital copy, which must be available to any shareholder who requests it for the term of five years.
6. The statutory supervisor must secure due compliance with legal, regulatory and by-laws provisions.

In cases where the possibility of holding virtual shareholders meetings is not provided for in the by-laws, the following additional requirements must be met:

1. The company must publish the call by all necessary means, in addition to the publications that are required by the law and its by-laws.
2. The shareholders meeting must have the required quorum for extraordinary meetings and approve its remote holding as a first item on the agenda with the majority required for the amendments of the bylaws.

If the company had called the relevant shareholders meeting prior to the entry into force of Resolution 830, in order to hold it virtually, it must publish a complementary notice, by means of which the minimum requirements mentioned above are complied with.

Regarding the holding of virtual board of directors meetings during the health emergency, whether or not authorized by the by-laws, the minimum requirements for board of directors meetings provided for in Section 61 of the Capital Markets Law No. 26,831 must be met.

Additionally, and in the event that the possibility of holding remote board of directors meetings is not authorized by the by-laws, the first face-to-face shareholders meeting to be held once the emergency measures have been lifted must ratify the resolutions made by the board of directors as a specific item on the agenda. Such shareholders meeting must have the quorum required for extraordinary shareholders meeting and the ratification must be approved by the majorities necessary for the amendments of the by-laws.