What is a proxy?
A proxy is someone who attends a general meeting and votes in place of a member
of the company. Every member of a company with a share capital has a statutory
right to appoint a proxy. This right does not extend to the members of a company
limited by guarantee, but the articles of such a company may confer proxy rights.
The statutory provisions are:
CA 1985, sec372 (1) Any member of a company entitled to attend and vote at a meeting is entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him; and in the case of a private company a proxy appointed to attend and vote instead of a member has also the same right as the member to speak at the meeting.
(2) But, unless the articles otherwise provide-
(a) sub-section (1) does not apply in the case of a company not having a share capital (i.e. a company limited by guarantee or an unlimited company which does not have a share capital);
(b) a member of a private company is not entitled to appoint more than one proxy to attend on the same occasion; and
(c) a proxy is not entitled to vote except on a poll
(3) The right to appoint a proxy must be stated in every notice of a general meeting.
Proxies must be appointed in writing (Table A, art. 60, below) and the standard practice is to require the proxy form to be delivered to the company's registered office 48 hours before the start of the meeting. By CA 1985, sec372(5), a provision in a company's articles is void in so far as it would have the effect of requiring the instrument appointing a proxy ... to be received more than 48 hours before a meeting. Note that this has the effect that a shareholder cannot just appoint a proxy at the last minute because unable to attend.
UK law does not have detailed statutory provisions controlling the use of the proxy machinery such as exist in many jurisdictions. Directors may send out at the company's expense proxy forms containing the names of the directors or their nominees as proxies. But any such invitations must be sent to all members and not some only: CA 1985, sec372 (6).
A proxy may be revoked by the member unless the proxy has a contractual right to attend as a proxy, e.g. as a term of a voting agreement.
A general proxy is where the proxy may vote at his or her discretion and a special proxy is where the shareholder instructs the proxy to vote in a particular way. A two-way proxy is where the form makes provision for the proxy to vote either for or against a particular resolution.
Relevant Table A provisions are:
Art. 59: On a poll votes may be given personally or by proxy. A member may appoint more than one proxy to attend on the same occasion.
Art. 60. An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointor and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve) -
"............................................ PLC/Limited
I/We,................................. of......................................., member/members of the above-named company, hereby appoint................................... of........................................, or failing him,........................................of....................................., as my our proxy to vote in my/our name[s] and on my/our behalf at the annual/extraordinary general meeting of the company to be held on.....................19........., and at any adjournment thereof.
Signed on .................19........"
61. Where it is desired to afford members an opportunity of instructing the proxy how he shall act the instrument appointing a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve) -
"............................................ PLC/Limited
I/We,................................. of......................................., member/members of the above-named company, hereby appoint................................... of........................................, or failing him,........................................of....................................., as my our proxy to vote in my/our name[s] and on my/our behalf at the annual/extraordinary general meeting of the company to be held on.....................19........., and at any adjournment thereof.
This form is to be used in respect of the resolutions mentioned below as follows:
Resolution No. 1 *for *against
Resolution No. 2 *for *against
*Strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.
Signed this...................day of......................19......."
62. The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the directors may -
(a) be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the company in relation to the meeting not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
(b) in the case of a poll taken more than forty-eight hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than twenty-four hours before the time appointed for the taking of the poll; or
(c) where the poll is not taken forthwith but is taken not more than forty-eight hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director; and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.
Company representatives
The representative of another company which is itself a member of the company is not a proxy but the full rights of a member present in person
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