Section 102
( 1)
of Securities Markets Regulations, 2015
An operator of a public collective investment scheme must produce and maintain a procedure manual in respect of unit holder meetings covering the matters set out under this regulation and including, but not limited to, the following matters -
(a} voting rights;
(b}
right to demand a poll;
(c}
proxies;
(d}
minutes;
(e}
variation of class rights and class meetings.
(2)
The operator must distribute the meeting procedures manual to all unit holders.
(3)
In the case of a collective investment scheme structured as an investment trust, the operator must obtain the prior approval of the trustee in respect of the meeting procedures set out in the manual before its distribution to unit holders.
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2015
(4}
In the case of a collective investment scheme structured as an investment trust, the trustee must nominate in writing a person to be the chairman of a meeting of unit holders other than the operator.
(5)
In the absence of the chairman, or if no such chairman is nominated, or if at any meeting the person nominated as chairman is not present within fifteen minutes after the time appointed for holding the meeting, the unit holders present must elect another chairman.
(6)
In the event of an equality of votes1 the chairman or, in his absence, any other person presiding over the meeting, shall have a casting vote.
(7)
The unit holders of a public collective investment scheme must be given at least 14 days written notice or any longer period of notice specified for the purpose in the constitution or these Regulations inclusive of the date on which the notice is first served and the day of the meeting.
(8)
The notice must specify the place, day and hour of meeting and the terms of the resolutions to be proposed.
(9)
In the case of a public collective investment scheme structured as an investment trust, unless the trustee has convened the meeting, a copy of the notice must be sent to the trustee not later than the time at which it is sent to the unit holders.
!10)
Any accidental omission to give notice to, or the non-receipt of notice by any of the unit holders will not invalidate the proceedings at any meeting.
(11)
Notice of any. adjourned meeting of unit holders must be given to unit holders and if relevant, to the trustee.
(12)
In the case of an investment trust, the quorum at a meeting of unit holders is the unit holders present in person or by proxy or, in the case of a body corporate/ by a duly authorised representative, of one-tenth in value or any proportion more than one-tenth in value specified for this purpose in the trust deed of all the units in issue.
(13)
In the case of an investment company/ the quorum at a meeting of unit holders is two unit holders present in person or by proxy or, in the case of a body corporate by a duly authorised representative.
(14)
Business must not be transacted at any meeting unless the requisite quorum is present at the commencement of business.
( 15)
If, within half an hour from the time appointed for the meeting, a quorum is not present, the meeting -
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(a} if convened on the requisition or request of unit holders, must be dissolved; and
(bJ if any other case, must stand adjourned to
(il another time which is 7 or more days after the day and time of the meeting; and
[ii)
a place to be appointed by the chairman, if a chairman has been appointed in accordance with the constitution or otherwise by the operator.
(16)
If, at an adjourned meeting under sub-regulation (15), a quorum is not present within 15 minutes from the time appointed for the meeting, one person entitled to be counted in a quorum present at the meeting is a quorum.
( 17)
Notice of any adjourned meeting of the unit holders must be given to unit holders. That notice must state that one or more unit holders present at the adjourned meeting whatever their number and whatever. the number of units held by that unit holder or unit holders will form a quorum.
(18)
No operator or other member of the board of directors of the collective investment scheme is entitled to be counted in the quorum of and no operator or other member of neither the board of directors of the collective investment scheme nor any associate of such a person is entitled to vote at, any meeting of the collective investment scheme.
(19)
The prohibition in sub-regulation (18) does not apply to the exercise of voting rights attaching to any units which the operator or other member of the board of directors of the collective investment scheme or its associate holds on behalf of, or jointly with, another person who is not subject to the prohibition in that sub-regulation and from whom the operator or other member of the board of directors of the collective investment scheme or its associate, as the case may be, has received voting instructions.
Approval and notification.