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proxy voting

proxy voting

Postby jantra » Sat Apr 14, 2018 9:16 am

a company issues notice of a general meeting and states that the agenda will be circulated before the GM. 7 days prior to the GM the agenda is circulated with a notice of two resolutions to be voted on. No proxy voting forms are attached. there is nothing in the model articles which stipulate timescales for proxy voting forms to be issued. The shareholders are overseas and wish to vote by proxy.

The company is saying it will only accept proxy voting by post - are there any grounds for blocking/adjourning the vote or GM given the shareholders haven't been given enough time to arrange their proxy voting affairs?
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Re: proxy voting

Postby Smouldering Stoat » Sat Apr 14, 2018 10:10 am

The Company cannot prevent a member from appointing a proxy to attend the meeting: see s.324 Companies Act 2004.

The notice of a meeting must inform members of their right to appoint a proxy, and every officer who is in default of this obligation commits an offence (though this does not affect the validity of the meeting) but I'm not aware of any obligation on them to supply a proxy notice: indeed, given that it is also an offence to issue company-sponsored invitations to appoint a proxy to some members and not others it would possibly be wise not to do so.

If the Company has not required proxy notices to be in a particular form then I suggest that the Company is obliged to accept any notice which fulfills the requirements of the Articles (Articles 45 and 46 in the current model articles).
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