Since 01.07.2016, the procedure for compiling a list of persons entitled to vote when making decisions at a general meeting of securities owners has changed for general meetings of securities owners, while the possibility of electronic voting through a chain of nominal holders (e-proxy voting) has been preserved.
NKO AO NRD (hereinafter referred to as NSD) provides depositors with a technology based on ISO standards, which is used both for transmitting information about persons entitled to vote when making decisions at a general meeting of securities owners and for transmitting their votes. This technology is used for general meetings for the following types of securities of Russian issuers:
To compile a list of persons entitled to vote when making decisions at a general meeting of securities owners, information about the person exercising rights to securities must be disclosed and communicated to the registrar / issuer / person obligated on securities. Nominal holders, foreign nominal holders may not provide information about persons exercising rights to securities if this is stipulated by the agreement with the person whose rights to securities are accounted for.
Participation in a meeting or absentee voting to make decisions at a general meeting of securities owners is voluntary. The person exercising rights to securities makes a decision on their participation independently. At the same time, the person exercising rights to securities has several ways to participate in a general meeting.
Information about the person exercising rights to securities must be disclosed and communicated to the registrar / issuer via a separate message – an instruction to participate in the meeting (action 1). If the person exercising rights to securities has decided to vote through their depository, then in addition to information about the person entitled to participate in a meeting or absentee voting to make decisions at a general meeting of securities owners, the instruction to participate in the meeting includes their voting results (action 2).
When carrying out the above actions related to holding a meeting or absentee voting to make decisions at a general meeting of securities owners, message exchange between NSD and depositors is carried out in ISO20022 and ISO15022 formats through the following communication channels:
The meeting initiator through the registrar must notify all persons entitled to vote at a general meeting of securities owners about the upcoming meeting or absentee voting to make decisions at a general meeting of securities owners. The meeting notice is received by NSD from the registrar and subsequently sent to depositors in ISO formats via the communication channel specified in the EDI questionnaire or established under operation 97. Types of messages used:
After a general meeting of securities owners has been held, NSD receives from the registrar and sends to depositors via the communication channel specified in the EDI questionnaire or established under operation 97, a General Meeting Results Message as a separate MeetingResultDissemination message:
In accordance with ISO standards, the Meeting Instruction message is used to disclose information about persons entitled to vote when making decisions at a general meeting of securities owners (action 1), and to transmit information about their expression of will / voting (action 2). As a result of processing Meeting Instruction, depositors are sent a message with the corresponding status from NSD and from the registrar.
The depository of the person exercising rights to securities is responsible for forming information about them, and the person entitled to vote at a general meeting of securities owners provides the depository with an instruction to vote in a certain way.
NSD has a procedure for owner and trustee (hereinafter referred to as TM) depository accounts, where NSD, upon the record date, forms a message to the registrar with information about persons entitled to vote at a meeting or absentee voting to make decisions at a general meeting. Subsequently, the holder of the corresponding depository account can provide a "Voting Instruction" (CA044).
For nominal holder (hereinafter referred to as NH) and foreign nominal holder (hereinafter referred to as FNH) depository accounts, a similar approach can be used, where the holder of the corresponding depository account provides NSD with a "Message about the Person Exercising Rights to Securities" (CA044), and subsequently sends a "Message about Expression of Will" (CA044). Or for NH and FNH depository accounts, only a "Message about Expression of Will" (CA044) can be provided, since in accordance with current formats, information about the person exercising rights to securities is necessarily included in this message. Additionally, the "Message about Expression of Will" may indicate that the person exercising rights to securities does not have the right to vote at a meeting or absentee voting to make decisions at a general meeting (CA044).
After information about the person entitled to vote at a general meeting of securities owners has been communicated to the registrar/ issuer, the person exercising rights to securities can personally vote electronically based on an online internet platform (e-voting), if this service is supported by the issuer. More details about NSD's electronic voting service at shareholders meetings – e-voting can be found at the link.
For general meetings of securities owners, information about the person exercising rights to securities must be disclosed before or simultaneously with providing a Message about Expression of Will. NSD uses unified rules for identifying the person exercising rights to securities in instructions for corporate actions and meetings.
In instructions, it is recommended to specify as much information as possible about the person exercising rights to securities and their identifiers, while the minimum composition of information in the instruction must contain the following data:
Name / Full Name,
Address,
Country
or
Name / Full Name,
Any of the identifiers (according to NSD formats)
In accordance with paragraph 3.1 "Standards of Interaction with Counterparties when Conducting Corporate Actions on Russian Securities" for identifying persons entitled to vote at a general meeting of securities owners, including when using the electronic voting service, it is recommended to specify in the instruction to participate in a general meeting:
Features of specifying registration data of persons entitled to vote at a general meeting of securities owners are described in the Standards of Interaction with Counterparties when Conducting Corporate Actions on Russian Securities.
Only the owner's SWIFT BIC can be specified in the ISO15022 instruction, then data about their name will be determined according to the SWIFT directory. In this case, the name and specified SWIFT BIC will be transmitted to the registrar in the instruction.
It is mandatory in the instruction to participate in a general meeting to specify the depository where the securities of the person exercising rights to securities are accounted for. To identify the depository of the person exercising rights to securities, the international identification code LEI (LEID) or SWIFT BIC must be used. If the depository's LEI code is unknown, then any known identifier is allowed, for example, OGRN.
1. You can cancel an instruction with information about the person exercising rights to securities by providing a new instruction with a zero number of securities.
2. An instruction with voting / expression of will cannot be cancelled, but you can provide a replacement by sending a corresponding modified document.
The final decision on accepting the modified document for execution is made by the issuer.
As a result, only the "replacement" technology for previously submitted instructions is assumed for a meeting or absentee voting to make decisions at a general meeting of securities owners.
A fee is charged for processing meeting instructions according to the Tariffs for Payment of Depository Services:
To hold an extraordinary meeting or absentee voting to make decisions at a shareholders general meeting, to submit proposals to the agenda of a meeting or absentee voting to make decisions at a general meeting of securities owners, to nominate candidates to the company's bodies, the ISO20022 standard message RequestForMeeting is used (hereinafter referred to as Meeting Convening Request).
1. RM (Request to hold an extraordinary meeting or absentee voting to make decisions at a general meeting) – for all meetings or absentee voting to make decisions at a general meeting of securities owners, except for the annual shareholders general meeting (XMET, BMET, OMET);
2. RM (Request to hold an extraordinary meeting or absentee voting to make decisions at a general meeting and nominate candidates to company bodies) - only for an extraordinary meeting or absentee voting to make decisions at a shareholders general meeting (XMET);
3. RM (Submitting questions to the agenda of a meeting or absentee voting to make decisions at a general meeting) – only for the annual shareholders general meeting (MEET);
4. RM (Nominating candidates to company bodies) - only for a meeting or absentee voting to make decisions at a shareholders general meeting (MEET, XMET);
5. RM (Submitting questions to the agenda of a meeting or absentee voting to make decisions at a general meeting and nominating candidates to company bodies) - only for the annual shareholders general meeting (MEET).
A request to hold an extraordinary meeting or absentee voting to make decisions at a shareholders general meeting may be made by shareholders (a shareholder) who are owners of at least 10 percent of the company's voting shares. The request to hold an extraordinary shareholders general meeting or absentee voting to make decisions at a shareholders general meeting must formulate the questions to be included in the agenda.
If the proposed agenda of an extraordinary meeting or absentee voting to make decisions at a shareholders general meeting contains a question on electing the company's board of directors (supervisory board) or forming the company's sole executive body and (or) on early termination of this body's powers, shareholders or a shareholder who are collectively owners of at least 2 percent of the company's voting shares have the right to submit a proposal to nominate candidates (a candidate) to company bodies.
Shareholders (a shareholder) of the company not registered in the company's shareholders register have the right to submit proposals to the agenda of a meeting or absentee voting to make decisions at a shareholders general meeting and proposals to nominate candidates (a candidate) to company bodies by giving corresponding instructions (instructions) to the person who accounts for their rights to shares.
A request to hold a meeting or absentee voting to make decisions at a bondholders general meeting may be made by the representative of bondholders or a person (persons) who is (are) the owner (owners) of at least 10 percent of the outstanding bonds of the corresponding issue. The request to hold a meeting or absentee voting to make decisions at a bondholders general meeting must formulate the questions to be included in the agenda, and may also contain formulations of one or several alternative decisions on each of these questions and a proposal on the form of holding the bondholders general meeting.
For transmitting the Meeting Convening Request, NSD provides a Technology based on ISO standards, which is used to transmit information related to holding a meeting or absentee voting to make decisions at a general meeting of securities owners.
NSD uses unified rules for identifying persons exercising rights to securities.
For reliable processing of instructions, NSD recommends specifying as much information as possible about the person exercising rights to securities and their identifiers, however, minimally in a CA instruction, the following data must be specified:
Name / Full Name,
Address,
Country
or
Name / Full Name,
Any of the identifiers
If it is necessary to make a change to a previously submitted Meeting Convening Request, it is allowed to send a modified document to NSD with a reference to the original Meeting Convening Request. The final decision on accepting modified documents for execution is made by the registrar/issuer/management company.
As a result of processing the Meeting Convening Request (RequestForMeeting(RM), the depositor is sent a RequestForMeetingStatus (RMS) message with the corresponding status from NSD and from the registrar/issuer.
The RMS message may contain both intermediate processing statuses (for example, the message has been accepted for processing) and the final status on the decision made – rejection or acceptance.
When exchanging information related to transmitting the Meeting Convening Request, NSD interacts with the registrar / issuer / depositor in ISO 20022 formats through the following communication channels:
Web Cabinet
Web Service
Instructions for connecting to the Web Cabinet and information on all NSD communication channels are posted in the "Software" section.
Message formats used for general meetings of securities owners of Russian issuers and transmitting Meeting Convening Requests are presented in the "Specifications of Electronic Documents Used by NSD when Ensuring Corporate Actions" section.
Interaction with registrars/issuers/depositors when executing meeting instructions and Convening Requests is regulated by the following documents: