It is registered
Ministry of Justice of Ukraine
January 19, 2018
of December 19, 2017 No. 904
About approval of the Procedure for supervision of registration of shareholders, holding general meetings, vote and leading of its results on general meetings of joint-stock companies
According to part four of article 40 of the Law of Ukraine "About joint-stock companies" and to Item 13 of article 8 of the Law of Ukraine "About state regulation of the security market in Ukraine" the National commission on securities and the stock market RESHILA:
2. Declare invalid the decision of the National commission on securities and the stock market of October 25, 2012 No. 1518 "About approval of the Procedure for supervision of registration of shareholders, holding general meetings, vote and leading of its results on general meetings of joint-stock companies", registered in the Ministry of Justice of Ukraine on November 16, 2012 for No. 1923/22235 (with changes).
3. To provide to department of control and legal work:
submission of this decision for implementation of examination on compliance of the Convention on human rights protection and fundamental freedoms in the Secretariat of the Government representative for cases of the European Court of Human Rights of the Ministry of Justice of Ukraine;
submission of this decision on state registration in the Ministry of Justice of Ukraine.
4. To provide to department of control and legal work promulgation of this decision on the NKTsBFR official website.
5. To provide to management of international cooperation and communications publication of this decision in the official NKTsBFR printing publication.
7. Control over the implementation of this decision to assign to the member of NKTsBFR I. Nazarchuk.
Approved by the Decision of the National commission on securities and the stock market of Ukraine of December 19, 2017, No. 904
1. This Procedure determines the procedure of implementation by the National commission on securities and the stock market (further - the Commission) supervision of registration of shareholders, holding general meetings, vote and leading of its results (further - Supervision).
2. For Supervision implementation the Commission appoints the representatives.
3. Representatives of the Commission are employees of the Commission of whom the control group (the head and members of control group) is created (further - Representatives in the Commission) for implementation of supervision of registration of shareholders (their representatives), holding general meetings, vote and leading of its results on general meetings of joint-stock companies.
4. The decision on appointment of Representatives of the Commission for implementation of Supervision is made based on written representation of structural division to which function on prevention of making of violations (abuses) by issuers of securities, shareholders and investors, in coordination with the member of the commission who coordinates supervision of condition of corporate management and corporate finances is assigned.
Written representation concerning reasons for appointment of Representatives of the Commission contains analysis results of the available information on the issuer, namely:
notifications on convocation of general meeting;
availability of sanctions for violation of the law in case of convocation and holding general meeting within the last three years;
availability of judgments and legal procedures between shareholders and/or shareholders and joint-stock company;
availability of claims concerning activities of joint-stock company;
information about owners of the considerable block of shares;
information of the Central depositary concerning issue of registers for the personal notification of shareholders on holding general meeting and for registration of shareholders on general meeting;
data concerning restrictions the address of issues of securities of joint-stock company;
addresses of the shareholder(s), official person (persons) of bodies of joint-stock company, depository institution, Central depositary, etc.;
information placed in mass media which can have considerable influence on the course of general meeting.
5. The decision on appointment of Representatives of the Commission for implementation of Supervision is drawn up by the order on implementation of supervision of registration of shareholders and/or holding general meetings, vote and leading of its results on general meetings of joint-stock company (further - the Order) in form according to appendix 1 to this Procedure.
The order to employees of the Commission is provided by the Commission chairman or person fulfilling the Commission chairman's duties.
The order is provided in duplicate which are issued to Representatives of the Commission.
Account of the issued Powers of attorney is kept by structural division of the Commission to which function concerning checks of issuers of securities, in the separate magazine in the form established by the Commission is assigned.
6. For implementation of Supervision the control group as a part of at least two people is formed.
7. The representative of the Commission shall notify the Commission chairman on lack of conflict of interest at it.
8. Representatives of the Commission exercise Supervision based on the official ID and the Order.
1. The independent structural division of the Commission to which function on check of issuers of securities is assigned in writing notifies joint-stock company, and in case of convocation of extraordinary general meeting by the shareholder (shareholders) which (which) in total is (yutsyatsya) by the owner (owners) of 10 and more percent of voting shares of society, - the depository institution about appointment of Representatives of the Commission prior to registration of shareholders for participation in general meetings and, in case of need, according to the Law of Ukraine "About state regulation of the security market in Ukraine" determines the list of the documents necessary for provision for control group at Supervision implementation.
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