The Securities and Commodities Authority has stated that there are 17 steps and procedures for electing members of the boards of directors of public joint-stock companies, within two main stages: the first is to open the door for candidacy, and the second is to vote
The Authority indicated, in an awareness bulletin, that Emirates Today obtained a copy of it, that except for the provisions and procedures for cumulative secret voting, these procedures do not apply to banks, banks and companies licensed by the Central Bank.
The first stage
The first stage includes announcing the opening of candidacy for membership in the Board of Directors with the invitation to the general assembly, and it is done according to the commission according to the following steps:
1 Applying for the approval of the commission on the draft announcement of the opening of candidacy with the draft invitation to the general assembly and before its publication in accordance with form (E-3-1) available on the website of the authority, at least 18 days before the date of the ordinary general meeting.
2 The announcement of the candidacy opening and invitation to the general assembly shall be published in two local daily newspapers, at least one of which is issued in the Arabic language, and in registered books, at least 15 days before the date set for the company's general assembly meeting.
3 Candidacy to the Board of Directors remains open for 10 days from the date of the announcement.
4 To publish the names of the candidates and their information related to the candidacy on the company’s bulletin board and on the company’s website and the market’s website, at least two days before the scheduled meeting of the company’s general assembly.
5 The candidate, after closing the candidacy door, may not waive his candidacy for another person.
6 Providing the authority and the market with a list that includes the names of the candidates the day after closing the candidacy door.
7 In the event that the competent local authority to which the company is subject in one of the emirates of the state requires a pre-approval of the names of the candidates before the election process takes place, then these companies must observe the time periods referred to above, so that the necessary approvals are obtained from those bodies in a timely manner in order to be able Publish the names of the approved candidates at least two days before the scheduled meeting of the company’s general assembly, with a reference to that in the announcement of the candidacy opening.
8 Every person who wishes to run is to apply to the company with the following documents attached:
- A CV, indicating practical experiences, educational qualifications and the attribute on which he would like to nominate himself (executive / non-executive / independent).
- Acknowledgment of his commitment to the provisions of the Companies Law, the implementing decisions thereof, and the articles of association of the company, and that he will exert the care of the person keen to perform his work.
- A statement of the names of the companies and institutions in which he operates or occupies the membership of their boards of directors, as well as any work he does directly or indirectly that constitutes competition for the company.
- In the case of representatives of the legal person, an official letter from the legal person must be attached, specifying the names of his representatives nominated for membership in the Board of Directors.
9 Provide the Authority with the approval of the Nomination and Remuneration Committee on the list of names of candidates (attached) by ensuring that the application of the provisions of Article No. 40 and 41 of the Authority’s Board Chairman’s Resolution No. (7 / R) for the year 2016 is met, regarding the criteria for institutional discipline Corporate governance of public joint stock companies, at least two days before the company's general assembly meeting.
The second phase
While the second stage includes the voting stage for the general assembly decisions related to the election of the members of the Board of Directors, and this is done according to the following procedures:
10 The general assembly decisions related to the election, removal or accountability of the members of the board of directors shall be voted in a cumulative secret ballot, whereby the votes are calculated on the basis that “each shareholder of votes equals the number of his shares he owns”, in accordance with the text of Article (146) of the Law Commercial companies.
11 Providing an introductory profile about the persons nominated for membership in the Board of Directors before the voting takes place, giving shareholders a clear idea of the experiences and qualifications of the candidates.
12 The voting process is conducted through a special voting card, which is distributed to the shareholders present or their representatives at the meeting, provided that this card is prepared well in advance of the meeting, or through a computer program «voting system», or through electronic voting.
13 If one of the shareholders votes and votes more than he owns, the excess votes will be reduced in proportion and proportion among the candidates who voted for them.
14 If a shareholder votes and votes less than the number he owns, he will not be able to use the rest of the number he owns by adding him to a candidate.
15 The candidates are arranged in descending order according to the number of votes obtained by each candidate, and the election of the candidates who obtained the largest number of votes is announced, taking into account the seats for the independent members, who must constitute at least one third of the members of the Board of Directors, according to the election rules and conditions.
16 When counting votes, the highest number of votes shall be declared a winner, and then the next, provided that the number of seats allocated to independent members is taken into account, so that if five members are required, for example, the first five of those with the highest votes are declared, if At least two of them are independents, or if the first three winners are announced if they are not independent, and the number of independents is completed according to the number of votes obtained by candidates in this category, and if among the top three candidates is one of the independents, the candidate's victory is declared Fourth and highest independent candidates who color it In order and so on.
17 In the event that the general assembly of the company is not able to take a decision regarding the election of the members of the board of directors in two consecutive meetings, despite the completion of the quorum, the authority shall refer the matter to the chairman of its board of directors, and after consulting with the competent authority and the authorities entrusted with overseeing the activity that the company is conducting in the country, to appoint an interim board of directors For the company, for a period not exceeding one fiscal year.
- These procedures do not apply to banks, banks, and companies licensed by the Central Bank.
The first stage involves opening the door for nomination to the membership of the Board of Directors with an invitation to the General Assembly.