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Share registrar and role of scrutineer - Coggle Diagram
Share registrar and role of scrutineer
Traded companies, especially those with sizeable numbers on their register of members will often rely on their share registrars to undertake much of the mechanics of registering attendees and counting votes either on a show of hands or conducting poll votes on their behalf usually under the oversight of the company secretary
The scrutineers is required to verify the voting results and prepare a report and final certificate for the chair of the meeting
Historically some companies used a firm of accountants or auditors to provide scrutiny for the proxy count, although this has largely fallen out of favour
Independent proxy report
Members of a quoted company may require the directors to obtain an independent report on any poll taken to to be taken at a GM. To be valid, the request for an independent report must be made by
A member or members together holding not less than 5% of the total voting rights
Not fewer than 100 members each holding shares on which, on average, there has been paid up the sum of at least £100
The request may be in writing or electronic form must identify the poll to which it relates must be authenticated by those making the request and must be received no later than one week after the date on which the poll is taken
If an independent report is requested, the directors must appoint an independent assessor. In order to be independent, the assessor must not
Be an officer or employee of the company
Be a partner or employee of an officer of the company or an employee or partner of a firm in which that person is a partner
Have had any role in connection with carrying out the poll vote upon which the report has been demanded
Where appointed in advance of the poll, the assessor is entitled under CA2006 s.348 to be present at the meeting and during the donudct of the poll
Whether the assessor attended the meeting and poll or not, the assessor is entitled to have access to the records of the poll and the meeting to which the poll relates. The assessor's report must state in their opinion whether
The procedures adopted in connection with the poll were adequate
The votes cast whether in person or by proxy were fairly and accurately recorded and counted
Proxy appointments were appropriately assessed
The notice complied with CA2006 s.325
Any company sponsored forms of proxy complied with CA2006 s.326