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SHAREHOLDERS’ MEETING RULES: NOMINATIONS AND VOTING

The Royal Government of Bhutan’s Companies Act has introduced a new set of rules governing shareholders’ meetings, nominations, and voting procedures. This article outlines the key provisions of these regulations.

Register of Shareholders

According to Article 86, the register of shareholders shall be made available for inspection by shareholders at the company’s registered office or any other approved location during regular business hours.

Proxy Shareholders

Article 87 prohibits proxy shareholders from nominating candidates. Proxy shareholders are only entitled to vote by poll and may attend general meetings but cannot speak or vote except on a poll (Article 89).

Director Re-Appointment

Directors seeking re-election must meet the eligibility criteria outlined in Article 124, which includes receiving written consent from at least five shareholders not less than seven days prior to the general meeting.

Independence of Directors

The Board of each company shall have an appropriate level of independence and diversity of thought and background to enable it to make decisions in the best interests of the company (Article 126).

Composition of the Board

The Board shall be proportional in size and composition, reflecting the scale and complexity of the company’s activities. The Chief Executive Officer cannot hold the position of Chairperson of the Company (Article 130).

Fit & Proper Requirements

A person may be appointed or re-appointed as a member of the Board or Chief Executive Officer if they meet the fit and proper requirements outlined in Article 137.

These new regulations aim to enhance corporate governance, transparency, and accountability in Bhutan’s business sector. The implementation of these rules is expected to promote good corporate practices and ensure that companies are run in the best interests of their shareholders.

Sources

  • Royal Government of Bhutan’s Companies Act
  • Article 86: Register of Shareholders
  • Article 87: Proxy Shareholders
  • Article 89: Proxy Voting Procedures
  • Article 124: Director Re-appointment Eligibility Criteria
  • Article 126: Independence of Directors
  • Article 130: Composition of the Board
  • Article 137: Fit & Proper Requirements