CVM publishes instruction 561 dealing with the distance voting process, but adopts only one of Amec’s suggestions

The Brazilian Securities and Exchange Commission (CVM) published, on April 9, the CVM Instruction 561, which makes changes to CVM Instruction 481. The new instruction expects the creation of a proxy card through which shareholders can exercise their voting rights prior to the date of the meeting. Of the suggestions made by Amec, CVM has incorporated only one to the instruction’s final text: the possibility that shareholders request the creation of a conselho fiscal through the proxy card.
Another relevant point not directot addressed by CVM in the report is related to the importance of the Official Letter annually published by CVM’s Office of the Superintendent of Companies  (SEP), especially with regard to the disclosure of the names of candidates suggested by shareholders to participate in boards of directors and conselhos fiscais.
One of the changes is related to the possibility of including, in the card, candidates and proposals to be deliberated by minority shareholders based on specific percentages of equity interest with a view to making the participation of minority shareholders in the meetings feasible; and the deadlines, procedures and sending method of such document: (i) directly to the company or  (ii) to their custodians (in the event the shares are subject to a centralized deposit) or to the bookkeeping agent of the shares issued by the company (in the event such shares are not subject to a centralized deposit).
 
Click here to access Amec’s suggestions that have not been included in CVM’s text.
 
Click here to access the full CVM Instruction 561.