It is necessary to analyze the company’s profile, the complexity and relevance of the discussed issues, historical occurrence of activism or the probability of changing this pattern according to the agenda, number and dispersion of shareholders, costs, among others, to define the best arrangement and technology to be used at the meeting.
The company needs to critically analyze the technology to be used and the means to improve virtual participation (including conducting evaluations at each meeting). Technology must democratically ensure reliable investor access and not hinder their participation, without compromising security. It is also recommended that the company foresees an alternative process for emergency situations.
The company should promote arrangements that ensure the equal participation of investors in the meeting, either virtually or in person, providing technical support channels to assist those who have difficulties connecting. In addition, the company must ensure that the technology allows the presentation of discussion proposals in any format (e.g. call, video, in writing, etc.). In fully virtual meetings, it is recommended to provide available rooms at the company’s headquarters or branch, duly equipped with technological structure capable of allowing the participation of shareholders who may have difficulties to participate remotely.
The call notice does not need to detail all the procedures for participation, as long as it indicates where to access complete information, as shown in the table below.
|Information Regarding Virtual Meetings||Call Notice||Company’s Instructions (via website or Participation Manual)||Confirmation e-mail|
|Optional, as long as indicated where the information is available on the IR website||Mandatory||Mandatory|
|Documentation submission deadline||Optional, it may be informed later||Advisable1||Advisable|
|Technical requirements||Optional, it may be informed later||Advisable||Mandatory, if it has not been informed|
|Room link||Optional 2||Optional 2||Mandatory|
|Access control arrangements||Optional||Optional||Mandatory|
|Recording information||Optional, provided that it is later informed||Advisable||Mandatory, if it has not been informed|
|Contact in case of doubts or access problems 3||Optional||Advisable||Advisable|
1The company must accept the sending of documentation at any time prior the meeting in case it does not make clear the submission deadline.
2The early availability of the meeting’s access link entails an additional need for security control to ensure the effective participation of only the company’s shareholders.
3Make contact information available on the website for questions about participation in the Meeting. Example: Pop-up on the IR homepage, preferably from the date of the meeting.
It is recommended that the company provides clear instructions on required documentation and the deadline for its submission, adopting technological tools available in order to reduce costs (including dispensing notary procedures, such as notarization) and encourage participation. The company must adopt a proactive stance, nimbly assessing the documentation received from the shareholders and informing if it is sufficient to guarantee its participation in the general meeting or if new documents are required. In addition, it is suggested that the company clarifies to the shareholders that submitting documentation and DVB in advance, when possible, contributes to better planning and the general meeting’s time optimization..
It is recommended that companies adopt participation rules (“participation rules”) establishing general formal rules for shareholders’ participation in the general meeting and make them
available to all participants in advance, including those who are attending in person, possibly integrating the general meeting participation manual, if applicable. It is suggested that the participation rules address at least the following aspects:
Procedures and format to present questions by shareholders (in person or virtually) regarding the agenda, as well as format and sequence of response by the company, managers, fiscal council, independent auditor or other advisors, as applicable.
3.6.2 Disregarding of out-of-context questions
The participation rules should establish the procedures applicable to questions detached from general meeting’s context, respecting the shareholders’ right to speak out under the applicable legislation, notwithstanding any consultations with the company’s investor relations office, at any time outside the general meeting’s scope.
3.6.3 Opportunity to discuss matters on the agenda
Procedures for shareholders to discuss proposals, including via chat. It is recommended to provide time limitation for each shareholder to speak, and the company should consider the applicable time in accordance with the company’s particularities and the specific agenda of the general meeting. It is suggested that, as far as possible, the technology to be used by the company also enables the creation of separate rooms for private discussions between shareholders, if requested, with suspension of the meeting for a specific time, compatible with the matter under discussion.
3.6.4 Voting procedure
For the purpose of optimizing time, it is suggested that the voting procedure adopted by the company only requires the shareholders’ manifestation in case of eventual dissenting votes, either orally or via chat. Eventual errors in the platform should not prevent the
exercise of the voting right, and the presiding board must accommodate exceptional situations, as far as reasonable. It should be noted that, if there are difficulties in communicating by audio, it is possible to state a vote through the chat.
It is recommended that the company adopts and informs in advance, in the company’s instructions via website or Participation Manual, the necessary procedures for identifying shareholders at the general meeting, such as: (i) providing an access link; (ii) passkey or individual password; (iii) opening the camera; (iv) presentation of identification documents, etc.
In case of hybrid general meetings, it is necessary to have someone responsible for controlling the presence and connected shareholders’ manifestation by digital means (secretary of digital participation), reinforcing that the responsibility for the work remains with the presiding board.
3.9.1 General Meeting minutes disclosure
It is recommended that the general meeting’s minutes are made available in real time to present shareholders through reading aloud and screen sharing.
3.9.2 Adjust suggestions in the general meeting’s minutes
It is recommended that the company adopts clear rules, in writing, regarding voting statements submission, preferably before the general meeting, and receiving suggestions for adjusts in the minutes until the end of the general meeting.
3.9.3 Signature of the members of the general meeting’s Presiding Board
It is recommended that the company checks, in advance, the respective commercial registry’s guidelines regarding the signatures of the secretary and chairman in the minutes of the general meeting.
3.9.4 General Meeting minutes disclosure
It is suggested that the company immediately makes the final version of the general meeting’s minutes available to all requesting shareholders, by email or via a link in the chat, subject to the formal measures provided for in the applicable rules.
It is recommended that the company alerts those present, at the beginning of the general meeting, that the general meeting is being recorded and the recording will be filed for a period of time defined by the company, with due record in the respective minutes. The rule is silent regarding the situations in which the recording will be made available. The company has discretion to evaluate the disclosure of the general meeting recording to the shareholders. The recording may, eventually, be used to defend rights and clarify situations concerning the securities market’s interest, under the terms of the law.