ACCA F4 - Corp and Business Law (ENG)

Part F Management, administration and regulation of companies  20: Company meetings and resolutions 313

5.4 Voting and polls

Voting at general meetings may be on a show of hands or a poll.

The rights of members to vote and the number of votes to which they are entitled in respect of their

shares are fixed by the articles.

One vote per share is normal but some shares, for instance preference shares, may carry no voting rights

in normal circumstances. To shorten the proceedings at meetings the procedure is as follows.

5.4.1 Voting on a show of hands

A show of hands is a method of voting for or against a resolution by raising hands. Under this method

each member has one vote irrespective of the number of shares held, in contrast to a poll vote.

On putting a resolution to the vote the chairman calls for a show of hands. One vote may be given by each

member present in person, including proxies.

Unless a poll is then demanded, the chairman's declaration of the result is conclusive. However it is still

possible to challenge the chairman's declaration on the grounds that it was fraudulent or manifestly wrong.

5.4.2 Voting on a poll

A poll is a method of voting at company meetings which allows a member to use as many votes as their

shareholding grants them.

If a real test of voting strength is required a poll may be demanded. The result of the previous show of

hands is then disregarded. On a poll every member and also proxies representing absent members may

cast the full number of votes to which they are entitled. A poll need not be held at the time but may be

postponed so that arrangements to hold it can be made.

A poll may be demanded by:

 Not less than five members

 Member(s) representing not less than one tenth of the total voting rights

 Member(s) holding shares which represent not less than one tenth of the paid-up capital

Any provision in the articles is void if it seeks to prevent such members demanding a poll or to exclude

the right to demand a poll on any question other than the election of a chairman by the meeting or an

adjournment.

When a poll is held it is usual to appoint 'scrutineers' and to ask members and proxies to sign voting

cards or lists. The votes cast are checked against the register of members and the chairman declares the

result.

Members of a quoted company may require the directors to obtain an independent report in respect of a

poll taken, or to be taken, at a general meeting if:

 They represent at least 5% of the voting rights, or

 Are at least 100 in number holding at least £100 of paid up capital.

5.4.3 Result of a vote

In voting, either by show of hands or on a poll, the number of votes cast determines the result. Votes

which are not cast, whether the member who does not use them is present or absent, are simply

disregarded. Hence the majority vote may be much less than half (or three quarters) of the total votes

which could be cast.

Key term

Key term

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