Highlights - 02/05/2019

First year of mandatory remote voting for all companies

After the first year of adoption of remote voting by all category A companies with traded shares, B3 published a survey showing that the average quorum at meetings increased from 71% in 2016 to 78% in 2018. Of the 321 companies that held shareholders’ meetings in 2018, all of them eligible to receive remote voting, 64% received remote voting forms submitted through the different authorized channels.

The data were presented at the Remote Voting Workshop, held by B3 and Lobo de Rizzo in São Paulo this week. The recently announced interconnection of the B3 (Corporate Intelligence Center) system with Empresas.net will allow companies to prepare and send the remote voting form to both B3 and the CVM at the same time, directly through CI. CORP, without having to print a pdf of the system, save it as a document and then file it in Empresas.net, in the BdV category.

This measure is designed avoid version mix-ups, as companies sometimes sent a document via the system and posted a different version of the document on the website, which often created a conflict between the votes received through the company and those received through the bookkeeping agent.

It is important to emphasize that the main purpose of the voting form is to ensure shareholders’ rights, whether exercised in person at the meeting or not, i.e. those who submit their vote in advance should not have misleading information that may hurt decision-making. This is the mindset that should be adopted when preparing the voting form, as many questions can arise in the process.

In addition, companies must make sure that the information in the voting maps is clear, so that there is no conflict of information between what was voted on the map and what was accounted for in the meeting’s D0. Therefore, it is not advisable to change the order of questions, summarize information or exclude responses.

In the latest data available after the 2017 annual shareholders’ meetings, 98% of the votes received via custodian/depository agents – equivalent to approximately two-thirds of the remote votes – were from foreign shareholders, which shows the importance of remote voting as a tool to ensure more comprehensive shareholders’ rights and strengthen corporate governance in the Brazilian capital market. As the practice matures, both for shareholders and for the areas dealing with this matter within the companies, participation is expected to increase, as is the relevance of remote votes.

Originally published by Cássio Rufino and Isabela Perez