ZIMBABWE Law and Practice Contributed by: Norman Chimuka and Tonderai Sena, ChimukaMafunga Commercial Attorneys
unless a greater number of votes are required by the COBE Act or the company’s memorandum. • At any meeting at which a special resolution is sub- mitted to be passed, a declaration of the chairper- son that the resolution is carried shall, unless a poll is demanded, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolu- tion. • When a poll is demanded, regard shall be had in computing the majority on the poll to the number of votes cast for and against the resolution. Generally, every member of a company has one vote in respect of each share. Weighted voting rights (which grant some voters greater rights than others) apply where the articles of association or sharehold- ers’ agreement provide so. Shareholders can cast their votes electronically sub- ject to the company’s articles of association or by a shareholders’ resolution. See 2.5 Format of Meeting . 2.10 Shareholders’ Rights Relating to the Business of a Meeting Members with 5% or more of the voting rights of paid- up capital of the company are entitled to place issues on the agenda of a general meeting and to propose a resolution for voting. In order to propose matters for a vote, the authorised members specified hereinabove may submit a requisition to the directors requesting for circulation of proposed resolutions to members entitled to receive notice of a general meeting. 2.11 Challenging a Resolution A shareholder can challenge a resolution passed at a general meeting if it is null and void. A resolution can be null and void for the following reasons: • if it was not properly circulated and placed on the agenda as required by the COBE Act; • if the meeting did not have a proper quorum; or • if the resolution was passed as an ordinary reso- lution when it ought to have been passed as a special resolution. A shareholder may challenge a resolution passed at a general meeting in one of the following ways:
• A shareholder can bring a derivative action at the court of competent jurisdiction (typically the High Court of Zimbabwe), on behalf of the company to recover damages caused to the company. • A shareholder can apply to the court to declare a resolution invalid if it was passed in a manner that violates the company’s articles of association or the COBE Act. • A shareholder can submit a written notice of objec- tion to a proposed resolution and demand payment of fair value for their shares (dissenting sharehold- ers’ appraisal rights). 2.12 Institutional Shareholder Groups Institutional investors and other shareholder groups may influence and monitor a company’s actions through the following means: • exercise voting power in favour of or against certain proposals, including, election of directors, director emoluments, major asset transactions and mergers and acquisitions; • voter pooling arrangements; • engaging in constructive dialogue with the board of directors to advocate for better corporate practices and responsible behaviour; • proposing shareholder resolutions addressing gov- ernance, social and environmental issues; • encouraging the adoption of policies and practices that improve corporate ethics and performance standards; • divesting from companies that engage in unethical and unsustainable practices; and • closely monitoring the company’s financial, opera- tional, and governance performance and often sharing their assessments and recommendations with other shareholders and the broader invest - ment community, with the aim of improving corpo- The rights of shareholders holding their shares through nominees are the same as those of any other share - holder in respect of matters being voted on and voting rights, provided that the nominee shares have been lawfully allotted, issued or transferred to the nominee. Nominee shares are deemed to have been lawfully rate governance and accountability. 2.13 Holding Through a Nominee
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