Rights to appoint proxies
Part 13 Resolutions and meetings
(1)A member of a company is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the company.
(2)In the case of a company having a share capital, a member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him, or (as the case may be) to a different £10, or multiple of £10, of stock held by him.
(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .
Defined in Sch.2 Pt.1 · see it in the full Act“company” means a company formed and registered under this Act, that is—
a company so formed and registered after the commencement of this Part, or
a company that immediately before the commencement of this Part—
was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or
was an existing company for the purposes of that Act or that Order,
(which is to be treated on commencement as if formed and registered under this Act).
(4) In this section and that Schedule “company” includes any body corporate.
Defined in s.1159(4) · see it in the full Act(1) In the Companies Acts “share”, in relation to a company, means share in the company's share capital.
Defined in s.540(1) · see it in the full ActThe court noted that a registered holder may appoint multiple proxies for a general meeting where each proxy is appointed to exercise rights attached to different shares or shares. This supported permitting an equivalent direction for the court meeting. (see paras [20]-[21]; [34])
The provision was relied on to support the defendant’s argument that a member could appoint proxies to exercise voting rights. The court rejected the proposed use of the proxies to create a quorum alongside the member’s personal attendance. (see paras [173]-[181]) The provision was cited for the proposition that proxies may be appointed in relation to different shares. The court held that this did not permit one member and that member’s proxies to constitute the required two-person quorum. (see paras [173]-[181])
The statutory ability to appoint a general proxy illustrated that fiduciary duties attached to membership are tailored by the corporate form and do not invalidate powers which company law permits. (see paras [75]; [81])
What each judgment says about section 324 is in the case-law panel in the full Act.
570.This section sets out new provisions for the appointment of proxies, expanding on the existing rights given under section 372 of the 1985 Act and Table A. It puts on a statutory footing certain rights that under the 1985 Act are subject to the articles. In future, members of both private and public companies will have the right to appoint more than one proxy. All proxies will be able to attend, to speak and to vote at a meeting. As to the voting rights of a proxy on a show of hands, see sections 284(2)(b) and 285. The effect of those sections is that the default position will be that, where a member appoints more than one proxy, each proxy will have a vote. The articles will be capable of restricting the number of votes of the proxies, provided that they still have at least one vote between them.