20 March 2020
Within the scope of the cooperation framework between the CMVM and the Portuguese Institute of Corporate Governance (IPCG) and the Association of Companies Issuing Securities Listed on the Market (AEM) with regard to the national framework on Corporate Governance, and considering the current context resulting from the impact of the new Coronavirus - Covid 19, it is common understanding that alternative forms of holding general meetings should be favoured that allow the exercise of shareholders' rights to be compatible with high standards of safety, health and well-being of all those involved.
Without prejudice to the exceptional and temporary measures adopted by the Portuguese Government, contained in Decree-Law No. 10-A/2020 of 13 March - among them the extension of the deadlines for holding general meetings of commercial companies until 30 June 2020 - and of all those that may be subsequently adopted in the current State of Emergency framework (stated by Decree of the President of the Republic No. 14-A/2020 of March 18), it is necessary to clarify, in view of the uncertainties expressed by the various economic agents, the list of possible alternatives for holding general meetings, enabling them to continue to be held without significant damage to the normal course of life and activity of companies.
I. The current legal framework allows for off-site general meetings and these may be held, unless otherwise provided for in the articles of association, via telematic means. The company must ensure the authenticity of the statements and the security of communications and register the contents thereof and the respective intervening parties (Article 377(6)(b) of the Commercial Companies Code).
Holding general meetings via distance communication means is, in this context, a highly recommended solution and one that, among the available possibilities, ensures a greater compatibility of the interests at hand. In normal circumstances, the possibility of participating in the general meeting by telematic means is made known to the shareholders in the respective convening notice. In view of the current circumstances, and for the benefit of shareholders and other participants in the life of the company, the possibility of resorting to telematic means should not be ruled out if it is made known until the time of the meeting by the same means used for the convening notice, even if the original convening notice failed to mention same.
II. Should operational hindrances make it impossible to make full use of telematic general meetings, it is recommended to resort to both on-site and off-site means – insofar as the State of Emergency and, in particular, the measures that at all times materialise said, does not prevent it - with a view to minimising risks to the persons involved, such as:
(i) The partial use of telematic and interactive means of communication, such as videoconferencing that allow interactivity between the participants of that meeting through distance communication means;
(ii) Promoting digital transmission and remote viewing means, such as webcast or providing decentralised physical spaces with video access to the meeting place, thus allowing shareholders to combine representation or voting by correspondence with the effective monitoring of the discussion at the general meeting. With this method, the need for massive on-site travel to the general meeting place is avoided and so too the potentiation of the contagion risks arising from same.
These possibilities do not limit accepting other forms of participation and general meetings, as long as they are accepted or promoted by the Chair of the general meeting board and duly announced by the same form of disclosure as that of the convening notice, well in advance of the general meeting date.
III. In any of the previous situations, it should also be noted that in this context it is highly recommended:
(i) Making information only available prior to the General Meeting on the company's website and when applicable, on the CMVM's Information Disclosure System, with a view to minimise travelling to the company's headquarters for the purpose of consulting same;
(ii) Exercising the right to vote, as well as the exercise of information rights and other relevant communications in this context by electronic correspondence, avoiding the risks of contagion and possible delays inherent in postal communication.
(iii) That the means at the disposal of the Chair of the general meeting board used to identify the shareholders in attendance, effectively confer a high level of certainty security regarding the reliability of those records (attendance lists), to be specified in the convening notice of the meeting, should the need arises for the shareholder to promote an additional procedure for that purpose.
Companies are strongly recommended to amply promote resorting to these means to the greatest extent possible as a way to avoiding, or, in their impossibility, minimising the need for physical presence at general meetings or any form of on-site interaction.