Normative Instruction DREI n° 79 came into force last 15 and provides over remote attendance and voting for private and public corporate and shareholders’ meetings, in compliance with the provisions of Provisional Measure 931/2020, released on March 30, 2020.
IN 79 provides two models: partial attendance, in which shareholders, partners or associates, as applicable, may attend and vote either in person or remotely, by sending a remote report and/or action electronically. And the digital model, in which everyone may attend and vote remotely, by sending a remote report and/or action.
The Normative Instruction establishes that the corporation must provide a series of insurances related to the adopted electronic system, such as, for example, system reliability and safety, partner registration record, preservation of interest and voting rights, and resources for viewing documents discussed and featured in the meeting.
The call must inform if the meeting or general meeting is of partial or full digital attendance; the way in which shareholders, partners or associates shall take part and vote remotely; and the list of documents required for admission of shareholders, partners or associates, in addition to eventual legal representatives.
In this sense, Provisional Measure 931, edited in the end of March, that allows General Shareholders’ Meetings to be postponed up to seven months after the end of fiscal years of companies. Therefore, for most companies, the final date for meetings to be held is July 31st.
MP 931 also established that the shareholder may remotely attend and vote on the shareholders’ meeting, depending on regulation by responsible entities. The Brazilian Securities and Exchange Commission (CVM) may also authorize digital meetings to be held.
According to the MP, management or action deadlines for managers and members of the audit and statutory committees are postponed until the meeting is held, or until the Executive Board Meeting is held. In addition, the Executive Board from public companies or open-stock companies and their subsidiaries may decide on urgent matters within the scope of the General Meeting, which must be approved on another meeting afterwards (ad referendum clause).
Still according to the document, until a General Shareholders’ Meeting is held, the Executive Board or the Board of Directors may, regardless of amendments to the articles of incorporation, report dividends.
Lastly, the MP also enables, exceptionally during the 2020 fiscal year, extension of deadlines established on Law 6404 by the CVM. The regulating entity may also establish date for submitting financial statements for publicly-held companies.
“These measures were already expected by companies, considering the legal obligation of holding general meetings until the end of April, and were edited in time of helping companies to adopt measures required for suitable actions. In addition, both devices, created due to the Coronavirus crisis, may possibly enable increased attendance in meetings and general meetings even after the end of the lockdown period. Finally, even associations or other entities not comprised by any of said standards might also benefit from similar conclusions when holding their meetings”,states Raphael Zaroni, partner at Zaroni Advogados.