BLOCKCHAIN FOR BOARDS OF DIRECTORS AND SHAREHOLDERS MEETING
The epidemiological emergency from COVID-19 has modified every form of social interaction, also that of the collegial organs of S.R.L. and S.P.A., accelerating digitization processes. It is desirable that the benefits and opportunities created by the use of technologies based on distributed registers mark the turning point for the day-to-day running of boards of directors and shareholders’ meetings.
Blockchain and DLT, which guarantee transparency, traceability, reliable identification of participants and advertising, are the technologies best suited to perform certain functions.
WHAT IS THE BLOCKCHAIN?
- DISTRIBUTED REGISTER
It is a digital register distributed by the linear form The information is contained within the blocks and the last block of the chain is cryptographically linked to the one just created. The term «transaction» means the manner in which information is entered into the blockchain.
- DECENTRALISED MECHANISM
The control and management of this register takes place through a decentralized mechanism, in which countless operations are recorded in real time on all the nodes of the network, ensuring redundancy of the information entered. So, if some nodes stop working the data would not be lost.
Decentralisation takes place in terms of consent on the information to be included in the register: there isn’t central authority or single checkpoint. For example, in a public blockchain such as Algorand, a user committee is randomly and secretly selected for the validation of each block, so you can say that the control, being distributed among all participants in the network, is fair, transparent, precise and safe.
- IMMUTABILITY OF THE DATA
The information contained in it may be pseudo-anonymized or public. However, in all cases, once inserted, they will remain immutable and not modifiable a posteriori.
HOW CAN IT FACILITATE TRACEABILITY, PUBLICITY, SECURITY AND TRANSPARENCY?
Thanks to the blockchain, any data relating to documents, videos and agreements can be notarized on a distributed register, enabling each interested party to independently verify and monitor the correct procedure of the meeting.
Thanks to the blockchain it is possible to demonstrate to third parties to be the subject that has saved the document/video publicly showing some metadata (public key of the purse) inside of own web site or social channels. The public key is the tool that enables the user to be recognized by third parties.
Thanks to the blockchain, any data saved cannot be altered or manipulated by third parties and its origin cannot be repudiated (private key of the purse). The private key is the tool that enables the user to sign transactions and therefore makes registration secure.
Thanks to the blockchain, the information released by the Board of Directors or other collegiate bodies of the Company can be validated and verified, it can guarantee the origin and control its handling and transformation.
HOW DOES IT WORK?
To write information within the blockchain is used a particular cryptographic tool called wallet (purse). Writing on the blockchain is defined in technical jargon as “signing a transaction”. The purse contains a pair of keys defined as a public and private key.
The public key is a code that remains completely public and verifiable on the blockchain and is used to be recognized. The private key is the tool that enables the user to write information, but will never be shared.
Before inserting a document or any file on blockchain, it turns the file into its unique version, called hash value to easily verify retrospectively that the file is not altered in any way. The hash value is defined as the unique fingerprint of each file.
Dedit is a web platform that allows you to interact and write on the blockchain in a simple and safe way.
How does it work?
Dedit provides an account (personal purse) for the Companies, which may be used by members of the Boards of Directors, Shareholders’ Meetings or other collegial forms to notarize the documents or videos of the meetings in an easy and intuitive way.
From the same portal, anyone interested can easily verify that the documents in his possession are the original, not altered and issued by the reference company.
A smart, simple and friendly procedure to make the decision-making processes of S.R.L. and S.P.A. more transparent.
The hash value of the document is saved in the blockchain, not the plain document. Thanks to its mathematical peculiarity, the code does not allow to recover any information of the original document (for this it is very useful for privacy).
From the document it is possible to calculate its unique fingerprint, but from the same it is not possible to go back to the document.
Dedit is a tool that makes it easy for companies or collegiate bodies to store precious documents in the cloud, in an encrypted and secure way. This option is clearly recommended, but not mandatory.
D.L. 18.2020 n. 73 has provided that the activities of the Boards, Boards and other forms of the Shareholders’ Meeting are remote in compliance with the guarantee of conditions and principles such as transparency, traceability, reliable identification of participants and advertising.
D.L. 18.2020 n. 106 paragraph 2
With notice of call of ordinary or extraordinary meetings, joint stock companies, limited partnership companies, limited liability companies, and cooperative and mutual insurance companies may provide for: even by way of derogation from the various provisions of the Statute, the expression of voting by electronic means or by correspondence and the participation in the assembly by means of telecommunications; the above-mentioned companies may also provide that the general meeting is to be held, even exclusively, by means of telecommunications which ensure the identification of the participants, their participation and the exercise of the right to vote, pursuant to and for the purposes referred to in Articles 2370, fourth paragraph, 2479-bis, fourth paragraph, and 2538, sixth paragraph, of the Civil Code, without in any event the need for the chairman, secretary or notary to be in the same place, where provided for.
D.L. 135.2018 n. 8
The storage of an IT document through the use of technologies based on distributed registers produces the legal effects of the electronic time validation referred to in art.41 of EU Regulation no.910/2014.