The Securities and Commodities Authority said that the UAE legislator, in the Commercial Companies Law, granted the general assemblies of joint-stock companies the highest authority to take decisions for the company, and decisions are issued by shareholders with the consent of the majority, while private decisions require the approval of three quarters of shareholders represented at the meeting, as an example of Special decisions, approval of the capital increase, and amendment of the company's articles of association.
Shareholders' equity
In a response to an article published by «Emirates Today» yesterday, titled: “What is the role of public societies in public joint stock companies, she added that the Commercial Companies Law guaranteed a set of shareholders’ rights related to the general assembly, including the right to attend a meeting, vote, and discuss And ask questions to the Board of Directors ».
She emphasized that the law obligated the board of directors and stakeholders in the company to respond to the shareholders ’inquiries, and it also guaranteed the right for the shareholder to refer to the general assembly if he deems that the response to his question is not sufficient, and the general assembly’s decision is enforceable, and any condition in the company’s system stipulates otherwise.
Minutes of the meeting
The Authority added that the Companies Law obligated in Articles (182) and (187) to appoint a decision for the general assembly meetings, so that the minutes of the general assembly meeting shall be written, and it shall include the names of the shareholders present or representatives, the number of shares they possess in person or by proxy, the number of votes assigned to them, and the decisions The number of votes issued, the number of votes approved or opposed by it, and a complete summary of the discussions that took place in the meeting. The minutes of the general assembly meeting are recorded regularly after each session in a special record.
Every minutes shall be signed by the president of the association, its decision, the polls collector and the auditor, and the signers of the minutes of meetings shall be responsible for the validity of the data contained therein. The minutes of the general assembly meetings of the shareholders shall be kept in the company’s center, while any shareholder may view these minutes for free during working hours Prescribed.
The authority stressed that in addition to the procedures for the minutes of the aforementioned general assembly meeting, the listed companies are obliged to disclose the decisions of the general assembly meetings on the financial market sites.
Stop decisions
The commission affirmed that it is to protect more shareholders, and enable them to exercise their rights, in reference to the text of the article
(1/191), the shareholders who own no less than 5% of the company’s shares, have recourse to the authority to issue a decision to suspend the general assembly’s decisions of the company issued in detriment to them, or issued in the interest of a certain class of shareholders, or to bring A special benefit for the members of the Board of Directors or others, whenever it is proven that the reasons for the request are serious.
The Authority also obligated the listed companies to disclose the financial statements on the financial market sites before publishing the association’s invitation, in order to enable the shareholders to view the financial statements well in advance of the meeting of the association, as the authority’s approval to publish the annual general meeting invitation announcement is conditional on the disclosure of the annual financial statements. The Authority prohibited the inclusion of special items during the general assembly, as the investor did not surprise by special decisions affecting the financial position of the company, and organized a minority representation agent mechanism.
Online vote
The “Securities” mentioned that, in light of the exceptional circumstances this year, and the precautionary measures, the Commission applied electronic voting for the first time in the history of financial markets, in line with the state’s directives to prevent rallies, and enable shareholders to participate in electronic activities, and exercise their rights guaranteed by the law to the extent available, In coordination with financial markets and service providers.
Through the initial evaluation of the electronic voting experience, the results showed that the participation of the shareholders in the electronic presence and voting on the decisions of the general assemblies in the current year increased in more than 50% of companies, compared to last year, noting that the authority obliged the companies to provide video conferences that guarantee the shareholder discussion and intervention. , And install it in the meeting minutes.
New systems
It indicated that in the context of its endeavor to develop its legislative system, the authority issued new regulations regarding procedures for losing companies by 20% and 5% of its capital and more, and procedures for dealing with troubled and suspended companies, placing them on the watch list, which aim to follow up and correct these companies, By requiring it to provide loss treatment plans after coordination with the financial markets, in accordance with international best practices.
The second corporate platform
She pointed out that in relation to the platform of the second companies, and the mechanism for returning the suspended companies, and due to the financial and legal risks involved in the previous six companies, the brokers were obliged to sign the investor an acknowledgment of access to the financial statements, and his knowledge of the risks surrounding the company to raise awareness To protect the investor, and to avoid the emergence of disputes between the investor and the broker, which is a measure taken by the financial markets, bearing in mind that these exit procedures are global practices.
For the shareholders who own no less than 5% of the company’s shares, resort to the authority to issue a decision to suspend the general assembly’s decisions of the company that are issued in a way that harms them.
E-voting applied for the first time in the history of financial markets.
The Companies Law provides a set of rights for shareholders.