• PART 4 PART 4 MEETINGS OF COMMITTEE

    • 13. Meetings of committee

      (1) Subject as follows, meetings of the creditors' committee must be held when and where determined by the Office-holder.
      (2) The Office-holder must call a first meeting of the creditors' committee to take place within six weeks of the establishment of the creditors' committee.
      (3) After the calling of the first meeting, the Office-holder must call a meeting —
      (a) if so requested by a member of the creditors' committee or a member's representative (the meeting then to be held within 21 days of the request being received by the Office-holder); and
      (b) for a specified date, if the creditors' committee has previously resolved that a meeting be held on that date.
      (4) The Office-holder must give five business days' notice of the venue of a meeting to every member of the creditors' committee (or a member's representative, if designated for that purpose), unless in any case the requirement of the notice has been waived by or on behalf of any member.
      (5) Waiver may be signified either at or before the meeting.
      (6) Where the Office-holder has determined that a meeting should be conducted and held in the manner referred to in paragraph 19 (Remote attendance at meetings of creditors' committees) of Part 4 (Meetings of committee) of this Schedule, the notice period mentioned in sub-paragraph (4) is seven business days.

    • 14. The chairman at meetings

      (1) The chairman at a meeting of the creditors' committee must be the Office-holder or an Appointed Person.
      (2) If within 30 minutes from the time fixed for commencement of the meeting there is no person present to act as chairman, the meeting stands adjourned to the same time and place in the following week or, if that is not a business day, to the business day immediately following.
      (3) Subject to anything to the contrary in these Regulations the meeting must be summoned and conducted in the case of —
      (a) a Company incorporated in the Abu Dhabi Global Market; or
      (b) a company incorporated outside the Abu Dhabi Global Market,
      in accordance with these Regulations, including any applicable provision in or made under the Companies Regulations 2015.
      (4) The chairman of the meeting shall cause minutes of its proceedings to be entered in the minute book of the Company or company (as the case may be).

    • 15. Quorum

      A meeting of the creditors' committee is duly constituted if due notice of it has been delivered to all the members, and at least two of the members are in attendance or represented.

    • 16. Committee members' representatives

      (1) A member of the creditors' committee may, in relation to the business of the creditors' committee, be represented by another person duly authorised by the member for that purpose.
      (2) A person acting as a committee member's representative must hold a letter of authority entitling that person to act (either generally or specially) and authenticated by or on behalf of the committee member.
      (3) A proxy in relation to a meeting of creditors shall (unless it contains a statement to the contrary) be treated as a letter of authority to act generally authenticated by or on behalf of the committee member.
      (4) The chairman at a meeting of the creditors' committee may call on a person claiming to act as a committee member's representative to produce a letter of authority, and may exclude that person if it appears to the chairman that the authority is deficient.
      (5) No person may be represented by —
      (a) another member of the creditors' committee;
      (b) a person who is at the same time representing another committee member;
      (c) a body corporate; or
      (d) a disqualified Director.
      (6) Where a representative authenticates any document on behalf of a committee member the fact that the representative authenticates as a representative must be stated below the authentication.

    • 17. Voting rights and resolutions

      (1) At a meeting of the creditors' committee, each member (whether the member is in attendance or is represented by a representative) has one vote; and a resolution is passed when a majority of the members attending or represented have voted in favour of it.
      (2) Every resolution passed must be recorded in writing and authenticated by the chairman, either separately or as part of the minutes of the meeting, and the record must be kept with the records of the Insolvency Proceedings and the minute book of the Company or company (as the case may be).

    • 18. Resolutions by correspondence

      (1) The Office-holder may seek to obtain the agreement of the members of the creditors' committee to a resolution by delivering to every member (or the member's representative designated for the purpose) a copy of the proposed resolution in accordance with this paragraph 18.
      (2) The Office-holder must deliver to each member of the creditors' committee or the member's representative (as the case may be) a copy of the proposed resolution.
      (3) The resolution must be set out in such a way that the recipient may indicate agreement or dissent on the copy and, where there is more than one resolution, may indicate agreement or dissent from each one separately.
      (4) A member of the creditors' committee may, within seven business days from the delivery of a resolution, require the Office-holder to summon a meeting of the creditors' committee to consider the matters raised by the resolution.
      (5) In the absence of such a request, the resolution is passed by the creditors' committee if a majority of the members deliver notice to the Office-holder that they agree with the resolution.
      (6) A copy of every resolution passed under this paragraph 18, and a note that the agreement of the creditors' committee was obtained, must be kept with the records of the Insolvency Proceedings.

    • 19. Remote attendance at meetings of creditors' committees

      (1) This paragraph applies to a meeting of a creditors' committee held under these Regulations.
      (2) Where the Office-holder considers it appropriate, the meeting may be conducted and held in such a way that persons who are not present together at the same place may attend it.
      (3) A person attends such a meeting who is able to exercise that person's right to speak and vote at the meeting.
      (4) A person is able to exercise the right to speak at a meeting when that person is in a position to communicate during the meeting to all those attending the meeting, any information or opinions which that person has on the business of the meeting.
      (5) A person is able to exercise the right to vote at a meeting when —
      (a) that person is able to vote during the meeting on resolutions or determinations put to the vote at that meeting; and
      (b) that person's vote can be taken into account in determining whether or not such resolutions or determinations are passed at the same time as the votes of all the other persons attending the meeting.
      (6) Where such a meeting is to be held, the Office-holder must make whatever arrangements the Office-holder considers appropriate to —
      (a) enable those attending the meeting to exercise their rights to speak or vote; and
      (b) ensure the identification of those attending the meeting and the security of any electronic means used to enable attendance.
      (7) A requirement in this Schedule to specify a place for the meeting may be satisfied by specifying the arrangements the Office-holder proposes to enable persons to exercise their rights to speak or vote where in the reasonable opinion of the Office-holder —
      (a) a meeting will be attended by persons who will not be present together at the same place; and
      (b) it is unnecessary or inexpedient to specify a place for the meeting.
      (8) In making the arrangements referred to in sub-paragraph (6) and in forming the opinion referred to in sub-paragraph (7)(b), the Office-holder must have regard to the legitimate interests of the committee members or their representatives attending the meeting in the efficient despatch of the business of the meeting.
      (9) Where the notice of a meeting does not specify a place for the meeting the Office-holder must specify a place for the meeting if at least one member of the creditors' committee requests the Office-holder to do so in accordance with paragraph 20 (Procedure for requests that a place for a meeting should be specified) of Part 4 (Meetings of committee) of this Schedule.

    • 20. Procedure for requests that a place for a meeting should be specified

      (1) This paragraph applies to a request to the Office-holder under paragraph 19(9) (Remote attendance at meetings of creditors' committee) of Part 4 (Meetings of committee) of this Schedule to specify a place for the meeting.
      (2) The request must be made within five business days of the date on which the Office-holder sent the notice of the meeting in question.
      (3) Where the Office-holder considers that the request has been properly made in accordance with this paragraph, the Office-holder must —
      (a) deliver notice to all those previously given notice of the meeting —
      (i) that it is to be held at a specified place; and
      (ii) as to whether the date and time are to remain the same or not;
      (b) set a venue (including specification of a place) for the meeting, the date of which must be not later than seven business days after the original date for the meeting; and
      (c) give five business days' notice of the venue to all those previously given notice of the meeting.
      (4) The notices required by sub-paragraphs (3)(a) and (3)(c) may be delivered at the same or different times.
      (5) Where the Office-holder has specified a place for the meeting in response to a request under paragraph 19(9) (Remote attendance at meetings of creditors' committee) of Part 4 (Meetings of committee) of this Schedule, the chairman of the meeting must attend the meeting by being present in person at that place.