Notwithstanding the fact that the Companies Code already stipulates that the contents of the notice convening a general meeting should provide information on the requirements to which the exercise of voting rights is subject to (article 377, paragraph 5 d)), the Portuguese Securities Code clearly states that the notice must inform as to the availability of absentee voting sent in by post, as well as the procedures according to which such vote is to be exercised (article 22, paragraph).

Such requirement has its ratio on the fact that the exercise of the right to submit a ballot by mail in advance of an election involves a number of procedures that must be disclosed to members the moment they are notified of a general meeting of the company.

Further to indicating the address and deadline for receipt of the respective votes in the notice, it is useful to include in the notice convening the meeting the name of the person to whom the vote sent in by post should be forwarded to.

Likewise, so as to render the method of absentee voting sent in by post more accessible, postal ballot papers specifically devised for such purpose, made easily accessible for the members are recommended, e.g. by being made available on the internet sites of public companies. Subject to the mandatory provisions stipulating that ballot papers be drafted in Portuguese, it is also recommended that companies with securities admitted to trading in foreign markets provide a version of the same ballot paper drafted in an internationally widespread language.

The period between the notice convening the general meeting and the actual date of the general meeting, thus comprising the period in which the preparatory documents are to be provided, serves as a time where members may consider the issues and reach their decisions based on all information made available up the moment in which the general meeting is held. Given the growing complexity of the resolutions dependent on the will of members, this period is of equal importance for the absentee votes sent in by post, for identical reasons.

Thus, it is recommended that the company create the conditions necessary to ensure that the method of absentee voting sent in by post carries no disadvantages, in particular with regard to excessive requirements in terms of the deadline for receiving the absentee votes sent in by post vis-à-vis the date designated for the general meeting.

Corporate dynamics involve the need for constant updating of the information regarding the company; the will of members as expressed in general meetings should reflect the relevance of all facts occurred up until such date.

Thus, this matter already resulting from CMVM Recommendations for the Corporate Governance of Listed Companies (particularly Recommendation no. 6), it is hereby reiterated the usefulness of providing the information previously to the general meeting through easy and quickly accessible electronic means, therein comprised the notice convening the meeting itself.

Naturally, the use of electronic means with regard to the disclosure of the preparatory information should also conform to the general legal requirements stipulated for the disclosure of information of such nature.

The management powers held by the Secretary of the company and by the chairperson of the general meeting encompass the necessary powers to ensure, in each meeting, the safeguarding of the authenticity and confidentiality of the absentee votes sent in by post.

Pursuant to articles 78 and 104 of the Portuguese Securities Code, authenticity of the vote may be demonstrated, inter alia, by forwarding a certificate issued by the registering body or by the depository entity, proving the voter's legitimacy to exercise the rights regarding the company, to the registrar of the company.

As far as the preservation of confidentiality is concerned, the requirement - already noted in recent practice-, that the letter addressed to the company contain a closed envelope for each item on the agenda to be opened in the course of the general meeting, constitutes a good example (amongst other possible examples) of compliance with Article 22, paragraph 4.

Should a shareholder decide to exercise his/her right to vote sent in by post - be it via conventional post be it electronic mail - it is important to safeguard that the respective vote is intelligible thus ensuring the regularity of the scrutiny. It is essential, inter alia, that there be no doubts as to the voting instructions of such shareholder, particularly when there are several different questions on the agenda, as is usually the case. In this respect, it is recommended that the company make available, for the purpose of exercising the right to vote by post, a standard voting ballot, in which the issues of security and transparency in assessing the vote vis-à-vis the resolution being passed is duly provided for.

In line with the principles of good practice of corporate governance, the company should adopt certain measures in the course of the general meeting so as to allow members to witness the regularity of the decision process, especially where the compliance with the duties regarding verification of the authenticity and confidentiality of the votes issued by post is concerned. It is also recommended that in the conduction of these procedures the principles of simplicity and celerity are observed, so as to render the process a practical and effective one.

Hence, in conformity with the various provisions of company law, the memorandum of association, the notice of the meeting or the chairperson of the general meeting should indicate the manner in which scrutiny of the absentee votes sent in by post shall take effect, particularly with regard to the right of grouping of holders of shares which would individually not carry voting rights (article 379, paragraph 5 of the Companies Code), the manner of verification by the table of the general meeting that there has been no duplication of votes due to the presence of members at the meeting that have already sent in their votes by post as well as the procedure for the opening of the envelopes or, in the case of voting by electronic means, the electronic messages.

The participation of members in a general meeting depends, to a large extent, on the flexibility of the voting process, whereby it should be admissible that a member who has already sent in his vote by post may replace such vote by a vote cast while attending the general meeting. The underlying reasons vary: from the shareholder wishing to vote differently to the fact he/she did not vote on particular issues and now wishes to do so or to new items having since been added to the agenda. In such cases, in order to substitute a vote the shareholder him/herself must be present at the meeting, namely for the revocation of the vote issued by post to be effective the respective document must be rendered void.

It is recommended that the chairman of the general meeting check that there is no duplication of votes by members present at the general meeting who have already cast their votes by post. To this end, it is recommended in particular to draw up and compare separate lists of those members who voted by post and those who vote in the actual meeting. Control of the existence of a quorum in any particular moment recommends, in turn, the regular updating of the names of members voting at the meeting. These measures as a whole are considered adequate for furthering the balance between efficiency and celerity, on the one hand, and security and transparency in the decision-making process, on the other.

Although the postal vote, by its very nature, works as an alternative to the proxy representation of members at the general meeting, there are no legal impediments to the accumulation of the two methods. The clearest example of such situation can be found in compulsory representation - particularly cases of underage or disable members - in which the representative decides to issue the vote by post.

The principle of the admissibility of vote by post is applicable to both votes forwarded by traditional post and those cast by electronic mail. The specific requirements associated with electronic voting suffice to justify that the company itself should assess the extent to which its electronic mail reception system meets such requirements.

The company should bring its internal procedures and routines for the reception and scrutiny of votes received per electronic mail in line with the rules and common practices validated by the present experiences in digital certification.

The Portuguese Securities Code and the specific legislation on the admissibility of electronic media, in particular Decree-Law no. 290-D/99 of 2 August, ensure the equivalence of the different media containing specific provisions aimed at guaranteeing the secure use of open electronic networks in general and the Internet in particular.

The use of the digital signature in particular renders it possible to verify the authenticity and integrity of the data sent in by electronic means. However, such signatures should be verified by certification bodies, the creation of which is expressly provided for in the aforementioned Decree-Law. Pursuant to the general principles of law, until such certification bodies are accredited, the use of non-certified digital signatures determines the need to assess the probatory value of the underlying document.

Due to the characteristics of the media associated with electronic voting - electronic mail and the Internet - its framework should, inter alia provide for encryption as well as for alternatives - e.g. in case electronic means are unavailable - namely, wherever possible, the publication of a standard ballot form for voting by post.

As far as the question of security and operational reliability are concerned, security procedures, duly certified by specialised bodies, are to be adopted.