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registrar or CSD may not know the beneficial owners as they hold their personal accounts
with the Intermediaries through nominee accounts. The chain of Intermediaries can be
long and each Intermediary can be responsible for loading only the lists of Voting Parties
who hold accounts directly with them and can forward the rest of the responsibility to the
next level Intermediary for further processing of Voting Parties. The exact mechanism of
propagating the data through the custody chain may vary depending on the participating
actors, their service agreements and the local specifics.
2.3.3 Voting Right Allocation
Requirement
№
80: It is possible for the beneficial owner to decide if he wants to
participate in the voting process.
Beneficial owners may not be interested in participation in the voting process. The system
must provide a mechanism for them to control their participation. It can be implemented
in any number of ways that correspond with the local features - mandatory opt-in
registration, deferring voting rights to their custodian by default and opt-in override,
participation by default with voluntary opt-out, or any other as required by local
legislations.
Requirement
№
120: An Intermediary is able to assign tokenized voting rights to Voting
Parties according to their ownership records in compliance with the Issuer rules and local
regulations.
The amount of issued voting right tokens is dependent on many things, possibly including
record date cutoff, share blocking, voting restrictions, re-registration and so on. The
information required to calculate voting rights is known by the Intermediary who holds the
account of the beneficial owner. The Intermediary must apply all restrictions to the
position of the beneficial owner and issue the voting rights on the ledger accordingly.
Requirement
№
121: The system supports calculation of Voting Rights according to the
position dates. The most recent position up to a set record date is taken.
Record date is a practice that is used in most countries. It is used as a cutoff date from
which any changes to positions no longer affect the voting rights. Positions prior to the
record date can still be used to generate voting rights in pre-voting (if it is allowed), but
will be readjusted according to positions at the record date when they become available.
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Requirement
№
122: The system supports calculation of voting rights using different share
types. The share types can be defined at the time of the initialization of the meeting, along
with the rules according to which they are allowed to vote. The system supports a
coefficient rule (amount of voting rights = coefficient x position).
Companies often issue shares of different types (typically common and preferential),
which may have different voting rights assigned to them - e.g. preferential shares may
not be allowed to vote on certain questions. The rules are set at the time of initialization
of the meeting and must be processed by the system, making their application transparent
to the Voting Parties.
Requirement
№
124: The system supports reconciliation of the holding records between
all Intermediaries and the Issuer Agent so that a single reconciled source is used on all
segregation levels for determining Voting Rights.
The custody chain includes many Intermediaries, each having its own records of holding.
This ledger can be reconciled only with the holdings records at intermediary level at
CSD/registrar/issuer. A reconciliation algorithm between different records must be
implemented by any implementation of the system to solve this problem. The exact
specification of that algorithm may be determined by a local implementation.
2.3.4 Voting Party Authentication
Requirement
№
60: An Intermediary is able to securely authenticate all eligible Voting
Parties who hold accounts at it.
The Intermediary provides Voting Parties with the access to perform various actions to
the shares that they hold accounts with. Performing these actions requires secure
authentication of the Voting Party. This authentication can be done in any way that is
convenient to the Voting Party and the Intermediary - offline using government-issued IDs
or online via the identification system of the Intermediary on any device that it supports.
Requirement
№
61: The authentication means provided by the system must be non-
discriminatory and equivalently valid for all purposes.
It is likely that any implementation of the system will support multiple means of
authentication. It is important that any secure authentication method is supported in full
to avoid discrimination towards certain groups of voters.
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Requirement
№
62: The proof of authentication must be stored on the blockchain, and the
personal data that the proof points to must be safely stored by a trusted certification
authority to allow access only to those who are authorized to read it.
The authentication process happens outside the blockchain, but it is important that the
blockchain wallets contain proof that they have been given out to the correctly
authenticated person. The personal data may not be stored on the blockchain due to data
privacy laws in many countries, but it can be stored in a traditional system hosted by a
trusted certification authority, which can be accessed to retrieve the data or validate the
authentication if the need arises.
2.3.5 Proxy Assignment
Requirement
№
90: A beneficial owner may assign a proxy to act on his behalf with
regards to offering meeting agenda items and/or issuing voting instructions. The act of
assigning a proxy must be recorded in the blockchain.
Beneficial owners often do not want to participate personally in the meetings or voting
and opt to delegate that responsibility to another trusted party. They may provide that
party with explicit instructions on how to vote or may just instruct to use its own judgment.
The proxy can be an individually appointed manager representing the beneficial owner,
a custodian acting in the interests of its clients or some other party.
2.3.6 Voting
Requirement
№
140: A Voting Party is able to cast voting instructions according to its
voting rights.
Voting may happen either during the meeting time itself, any time between the record
date and the end of the meeting, or even prior to the record date ("pre-voting"), depending
on what the local rules allow. A Voting Party may issue voting instructions by using its
voting right tokens.
2.3.7 Meeting Management
Requirement
№
160: A Voting Party is able to see how it cast its voting instructions and
that its voting instructions are included in the vote count.
It is not enough for the Voting Party to anonymously cast a voting instruction. Often the
Voting Instructions may be rejected, adjusted or not processed for various reasons. The
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