Question 1

AGM - Show of Hands

Accepted Answer

Q: I believe there have been changes in the law which permit voting on a show of hands at company general meetings by holders of proxies, regardless of the provisions of the company’s Articles. I sense that we may have a situation at our forthcoming AGM where a shareholder who also holds another shareholder’s proxy expects two votes on a show of hands. It would be cumbersome to resolve the matter each time it arose by conducting a poll so I would be grateful for advice on the following question: If a shareholder is proxy for one or more other shareholders, how many votes does he have on a show of hands where the company’s Articles provide that “on a show of hands every member present in person shall have one vote, and on a poll every member shall have one vote for each share of which he is a holder”? FPRA Vice-Chairman Richard Williams replies: The answer is that , on a vote by a show of hands , a member can only raise one hand so effectively has only one vote, however many proxies he has. The convention is that on a show of hands the chairman will ask for members in favour to raise their hands, and then ask for those against to raise their hands. Depending on the terms of the proxies he holds a member may raise his hand on each occasion, which will effectively be one vote in favour and one against. If there are contentious issues, ie. which will not be able to be “nodded through” and declared carried by the Chairman (whose word is final) on a show of hands, there will be no alternative to a poll. [Submitted May 2017]

Question 2

AGM - Show of Hands

Accepted Answer

Q: I believe there have been changes in the law which permit voting on a show of hands at company general meetings by holders of proxies, regardless of the provisions of the company’s Articles. I sense that we may have a situation at our forthcoming AGM where a shareholder who also holds another shareholder’s proxy expects two votes on a show of hands. It would be cumbersome to resolve the matter each time it arose by conducting a poll so I would be grateful for advice on the following question: If a shareholder is proxy for one or more other shareholders, how many votes does he have on a show of hands where the company’s Articles provide that “on a show of hands every member present in person shall have one vote, and on a poll every member shall have one vote for each share of which he is a holder”? FPRA Vice-Chairman Richard Williams replies: The answer is that , on a vote by a show of hands , a member can only raise one hand so effectively has only one vote, however many proxies he has. The convention is that on a show of hands the chairman will ask for members in favour to raise their hands, and then ask for those against to raise their hands. Depending on the terms of the proxies he holds a member may raise his hand on each occasion, which will effectively be one vote in favour and one against. If there are contentious issues, ie. which will not be able to be “nodded through” and declared carried by the Chairman (whose word is final) on a show of hands, there will be no alternative to a poll. [Submitted May 2017]

AGM – Show of Hands

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