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Proxies - Coggle Diagram
Proxies
Evaluation of proxies
The proxy forms should be sorted and scrutinised as they are received by the company or its share registrar to check that they have been properly completed
A running total should be kept of the votes for and against each resolution as well as open votes so as to try and identify ny resolutions that may have a close vote or even be rejected
If it looks as though a vote may be rejected the board may consider contacting larger shareholders tor request that they vote and ask why they have voted a particular way
If the chair of the company is appointed as the proxy, and there is no direction to vote for or against any or all resolutions the chair will usually vote in favour of the resolutions
The proxy form should be signed personally by individual members. Corproate members may complete the proxy card in accordance with their own Articles, and the authority under which it is signed should be lodged with the proxy card
Incorrectly completed proxy forms must be rejected but if there is time and if the shareholding is substantial they should be returned for amendment. A proxy may be revoked by the lodgement of a subsequent appointment provided that the appointment is received by the company in time prior to the meeting
Pooled nominee accounts can pose particular problems when lodging proxy forms especially for an actively traded stock, due to the forms of lodgement in advance of the record date and time for when voting entitlement is calculated, it is possible that as a consequence of trading between completion of the instruction and the cut off the total votes submitted on a pooled account are greater than the actual holding. This is called over voting and in such circumstances the company or the share registrar will attempt to contact the registered holder to resolve the issue
At the meeting
Members who appoint a proxy may still attend the meeting and vote in person; attendance and voting at the meeting effectively revokes the proxy appointment
The right of a person appointing a proxy to attend and vote at a meeting is condition upon this not being prohibited by the Articles
Proxies have a statutory right to attend speak and vote at the GM on behalf of the members that has appointed them and at any adjournment of that GM
Proxies are entitled to demand or join in the demand for a poll on any resolution, unless th company has taken advantage of CA2005 s.322A permitting the lodgement of poll votes in advance, the proxy must attend the GM in person in order to vote
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Three way proxies
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A three way proxy form includes provision for members to indicate which way they wish the proxy to cast their vote or to abstain from voting in the event of a poll being demanded
Where members have decided to abstain from voting, this should not be included in the calculation of votes for or against the resolution
A proxy form must all the resolutions on the notice of the meeting. The form must also state that if it is returned without any indication as to how the proxy shall vote on any resolution, the proxy may exercise their discretion
The proxy form cannot restrict the member to appointing the chair of another director as their proxy; it must include provision for the member to appoint a proxy of their own choice
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Appointment of a proxy
Except in the case of listed companies, the Act does not stipulate how a proxy is appointed
For listed companies, CA2006 requires that any proxy appointment is made in writing which for the purposes of the Act means in hard copy or in electronic form
Confirmation of voting
If a shareholder, their proxy or a duly appointed corporate representative votes on a poll of a traded company electronically the Regulations require the company to send by electronic means as soon as reasonably practicable after receipt, confirmation to the person casting the vote
In addition to confirming the receipt of electronic votes, a shareholder disentitled to request confirmation that on pol vote that their vote was validly recorded and counted. There are conditions to be met for the request to be valid
Any request must be made by the shareholder within 30 days of the GM at which the poll was conducted
The shareholder must not have any other reasonable method to determine that their vote has been validly recorded and counted
The company must supply the confirmation as soon as practical and not more than 15 days following receipt of the request
All members have the right to appoint one or more proxies to attend, speak and vote on either a show of hands or a poll
Where a member appoints more than one proxy, each proxy must be appointed to exercise the rights attaching to different shares
A proxy need not be a member of the company, proxies are appointed for individual meetings or adjournments of it and have no other rights
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For unlisted and private companies, it is not obligatory to send proxy forms with notices of meetings
Where proxy forms are issued by the company, they must be issued to all members of the company and not just to those who favour the board
The company may accept proxy forms lodged at the last minute provided they are in an appropriate form, it is unlawful for a company to require proxies to be lodged with the company more than 48 hours prior to the time of the meeting, excluding any days that are not working days
Proxies may be submitted in electronic form but only to an address supplied by the company for that purpose, accordingly sending a form of proxy by email to the CS' normal email address would not constitute a valid proxy
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