After more than three months, the State of Alarm decreed by the government in mid-March and extended up to six times by the Congress of Deputies ended on 21 June. During this period, exceptional measures were approved in order to be able to continue with the activity. Among them, and as we explained in the previous post, we find the Royal Decree – Law 8/2020 which established the framework for the holding of shareholders’ meetings in companies.

This regulation allowed the celebration of the sessions of the governing and administrative bodies of the civil, commercial and cooperative societies (article 40), as well as the general meetings of the boards of directors (article 41) by means of videoconference. It also allowed the use of electronic voting, even though it was not included in the statutes.

The exceptional measures for the holding of shareholders' meetings will apply throughout 2020

But what happens now that the State of Alarm is over? Although some articles have been repealed, the Royal Decree remains in force. Specifically, with regard to the extraordinary measures applicable to the operation of the governing bodies of listed companies, these will be applicable throughout the year 2020, as indicated in article 41.

Therefore, not only are ordinary general shareholders’ meetings allowed to be held during the first ten months of the financial year, but also telematic means can continue to be used for holding them. In the same way, electronic voting can substitute for face-to-face voting even if it is not included in the articles of association.

Voto electrónico electronic voting

The extension of these measures facilitates the holding of meetings and can guarantee security measures for shareholders. However, remote voting must comply with the terms set out in articles 182, 189 and 521 of the Law on Corporations. EADTrust has developed a platform in accordance with the legislation that allows the implementation of electronic voting and the delegation of electronic representation at General Shareholders’ Meetings, as well as in other participation bodies (universities, trade unions, professional associations…): Innovoto.

Our platform allows the registration of participants and, subsequently, the exercise of vote during the Assembly, either through a smartphone or a computer. The voting system, with an open structure, allows all the existing variants, adapting to the needs of each organization.

On the other hand, with regard to the extraordinary measures applicable to legal entities, Royal Decree – Law 21/2020 of 9 June modified the period of application of article 40 in its sections 1 and 2, so that the sessions of the governing and administrative bodies of the associations as well as the meetings of members can be held telematically until 31 December 2020. However, the secretary remains responsible for the identification of participants, which may lead to identity theft if the appropriate tools are not used.

With Innovoto, the authentication of the participants is done in a simple and guaranteed way, thanks to the use of cryptography.  A verification method is implemented through the calculation of a custom hash for each user, which relates a series of personal parameters to random components. In this way, the hash uniquely identifies the voter.

In addition, Innovoto acts as a Trusted Third Party since it acts with total impartiality and guarantees the anonymity of the votes. The contractors will only see the vote count and the voters who registered on the platform, but they will not be able to know who voted for what.

Call EADTrust at 91 716 05 55 to know more about Innovoto and how you can use it in your next meeting or telematic assembly, in a simple way and at a cost that will surprise you.