CNV Proposes New Legal Framework for Remote Shareholders’ Meetings

Through General Resolution No. 912, issued on November 29, 2021, the Argentine Securities and Exchange Commission (the “CNV,” after its acronym in Spanish) submitted to public consultation a draft resolution that proposes, among other things, regulating remote shareholders’ meetings for companies subject to the CNV’s issuer’s regime.

The draft resolution provides the requirements for the remote shareholders’ meetings, according to which issuers must:

• Include the possibility of remote shareholders’ meetings in their by-laws.
• Maintain at the issuer’s registered address a copy of the meeting minutes in digital format for five years, which must be available to the CNV and to any shareholder who requests it.
• Prepare guidelines with the procedures to participate and vote in the meeting. These guidelines must be filed with the CNV, at least five business days before the first remote meeting, and must be published on the issuer's website and on the CNV’s Financial Information Reporting System.
• Report the call to the shareholders’ meetings and its publication, the communication channel that will be used for the meeting and means of access. This also includes publishing what is locally known as a “relevant matter” (hecho relevante) to inform the CNV of the decision to call a remote shareholders’ meeting.
• Guarantee free access to meetings, with the possibility to participate and vote, to all shareholders who have duly accredited their identity.
• Prepare and sign the minutes of the remote meetings within five business days.
• Record in the Shares Deposit Corporate Book and the Registry of Shareholders’ Meetings of the issuer who attended the meeting remotely.
• Count for the quorum and required majorities both in-person attendees as well as those attending the meeting remotely.

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

Other modifications provided for by the draft regulation include:

• The regulatins on reporting obligations related to shareholders’ meetings were unified to facilitate compliance with the deadlines.
• In the case f in-person shareholders’ meetings, the CNV may request the virtual participation of a CNV inspector.
• Issuers that fail t publish the call to the shareholders’ meeting or that hold a self-called shareholders’ meeting, must inform that decision immediately to the board of directors or shareholders’ meeting that resolves the call, no later than five calendar days prior to the date of the shareholders’ meeting, through the publication of a “relevant matter.”
• Exhibits are incrporated for the issuers to report compensation of their directors, administrators, managers, statutory supervisors and members of the supervisory committee, as provided in the regulatory decree of the Productive Financing Law.