The Argentine Securities Comission Approves New Legal Framework for Remote Shareholders’ Meetings

On August 24, 2022, the Argentine Securities Commission (CNV) issued General Resolution No. 939 establishing the necessary requirements and formalities for companies under the CNV’s public offering regime to hold remote shareholders’ meetings.

The resolution was issued after the CNV implemented the participative procedure for rulemaking, by means of General Resolution No. 912.

Pursuant to Resolution No. 939, the main requirements to hold remote shareholders’ meetings are:
 

• Stating in the issuer’s bylaws the possibility to hold remote shareholders meetings in its registered address or in the issuer’s jurisdiction.
   
• Keeping a digital copy of the meeting for five years at the issuer’s registered address. This copy must be available for the CNV and for any shareholder.
• Establishing the procedures to participate and vote in the meetings, including those related to shareholders’ voting and participation. These procedures must be filed before the CNV at least five business days prior to the first remote meeting and must be published on the CNV Financial Information Reporting System. Issuers must safeguard the participants’ rights and guarantee compliance with the law, bylaws, and other applicable regulations.
   
• Informing the communication channel that will be used for the meeting and the means of access in the call to the shareholders’ meetings and its publication. Further, they must publish a relevant matter (hecho relevante) to inform the CNV of the decision to call a remote shareholders’ meeting and the chosen communication channel.
   
• Guaranteeing all shareholders who have duly proven their identity free access to meetings and the possibility to participate and vote.
• Transcribing and signing the remote meeting minutes within five working days, recording the participants, the place where they met, and the capacity in which they participated.
   
• Registering shareholders attending the meeting remotely in the Shares Deposit Corporate Book and the Registry of Shareholders’ Meetings. These shareholders are exempted from signing the book. The chairman and a representative of the supervisory body must certify with their signatures the presence of the shareholders who participated remotely.
   
• Verifying that all shareholders can exercise their right to deliberate and vote during the entirety of the meeting. This must be verified by the supervisory committee.
   
• Considering for the quorum and required majorities both attendees on-site and online.

It should be noted that these provisions are also applicable to: i) meetings of the supervisory committee; ii) quota holders’ meetings of closed-end mutual funds, if this alternative was included in their organizational documents; iii) beneficiaries’ meetings of financial trusts authorized by the CNV, if this alternative was included in the trust agreement; and iv)  bondholders’ meetings, if this alternative was included in their terms and conditions.

Further, other modifications in the resolution to be highlighted are:

• Regulations on reporting obligations related to shareholders’ meetings were unified to facilitate compliance with the deadlines.
• Issuers deciding not to publish the call to the shareholders’ meeting must inform that decision immediately after the board of directors’ meeting, by publishing a relevant matter indicating the date, time, place, and chosen method to hold the meeting.
   
• If issuers forego the call of a meeting, as long as the meeting is ratified by the attendance of all the shareholders with voting rights and the decisions are made unanimously, a relevant matter about the decision to self-convene must be published immediately, and a summary of what was resolved at the meeting must be published within 24 hours.
• An appendix is incorporated for issuers to report –through a restricted access and within ten days after the meeting considering the remuneration of the members of the administrative and supervisory body– the individual compensations of their directors, administrators, managers, and supervisory board members, as provided in the regulatory decree of the Productive Financing Law.
   

Since Decree No. 867/2021 extended the sanitary emergency until December 31, 2022, General Resolution No. 830 will remain in force for virtual meetings until that day, deferring the entry into force of the resolution to January 1, 2023.