312 20: Company meetings and resolutions Part F Management, administration and regulation of companies
5.3.1 Proxies
A proxy is a person appointed by a shareholder to vote on behalf of that shareholder at company
meetings.Any member of a company which has a share capital, provided they are entitled to attend and vote at a
general or class meeting of the company, has a statutory right to appoint an agent, called a 'proxy', to
attend and vote for them.Rules for appointing proxies
Basic rule Any member may appoint a proxy
The proxy does not have to be a member
Proxies may speak at the meeting
A member may appoint more than one proxy provided each proxy is appointed in
respect of a different class of share held by the member.
Voting Proxies may vote on a poll and on a show of hands
Proxies may demand a poll at a meeting
Most companies provide two-way proxy cards that the member can use to instruct a
proxy how to vote, either for or against a resolution.
Notice Every notice of a meeting must state the member's right to a proxy
Notice of a proxy appointment should be given to the company at least 48 hours before
the meeting (excluding weekends and bank holidays)Hence one member and another member's proxy may together provide the quorum (if it is fixed, as is
usual, at 'two members present in person or by proxy'). However one member who is also the proxy
appointed by another member cannot by themself be a meeting, since a minimum of two individuals
present is required.
There may, however, be a meeting attended by one person only, if:
(a) It is a class meeting and all the shares of that class are held by one member.(b) The court, in exercising a power to order a general meeting to be held, fixes the quorum at one.
This means that in a two-member company, a meeting can be held with one person if the other
deliberately absents themself to frustrate business.
(c) The company is a single member private company.
The articles usually fix a quorum for general meetings which may be as low as two (the minimum for a
meeting) but may be more – though this is unusual.
If the articles do fix a quorum of two or more persons present, the meeting lacks a quorum (it is said to be
an 'inquorate' meeting) if either:
The required number is not present within a stipulated time (usually half an hour) of the
appointed time for commencing a meeting.
The meeting begins with a quorum but the number present dwindles to less than the quorum –
unless the articles provide for this possibility.
The articles usually provide for automatic and compulsory adjournment of an inquorate meeting.
The articles can provide that a meeting which begins with a quorum may continue despite a reduction in
numbers present to less than the quorum level. However, there must still be two or more persons
present.Key term