Company Law Reform Bill [HL] (152-155)

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (152-155)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 3 — Resolutions at meetings
152

335
Chairing meetings
(1)
A proxy may be elected to be the chairman of a general meeting by a resolution
of the company passed at the meeting.
(2)
Subsection (1) is subject to any provision of the company’s articles that states
who may or who may not be chairman.
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336
Right of proxy to demand a poll
(1)
The appointment of a proxy to vote on a matter at a meeting of a company
authorises the proxy to demand, or join in demanding, a poll on that matter.
(2)
In applying the provisions of section 328(2) (requirements for effective
demand), a demand by a proxy counts—
10
(a)
for the purposes of paragraph (a), as a demand by the member;
(b)
for the purposes of paragraph (b), as a demand by a member
representing the voting rights that the proxy is authorised to exercise;
(c)
for the purposes of paragraph (c), as a demand by a member holding
the shares to which those rights are attached.
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337
Notice required of termination of proxy’s authority
(1)
This section applies to notice that the authority of a person to act as proxy is
terminated (“notice of termination”).
(2)
The termination of the authority of a person to act as proxy does not affect—
(a)
whether he counts in deciding whether there is a quorum at a meeting,
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(b)
the validity of anything he does as chairman of a meeting, or
(c)
the validity of a poll demanded by him at a meeting,

unless the company receives notice of the termination before the
commencement of the meeting.
(3)
The termination of the authority of a person to act as proxy does not affect the
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validity of a vote given by that person unless the company receives notice of
the termination—
(a)
before the commencement of the meeting or adjourned meeting at
which the vote is given, or
(b)
in the case of a poll taken more than 48 hours after it is demanded,
30
before the time appointed for taking the poll.
(4)
If the company’s articles require or permit members to give notice of
termination to a person other than the company, the references above to the
company receiving notice have effect as if they were or (as the case may be)
included a reference to that person.
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(5)
Subsections (2) and (3) have effect subject to any provision of the company’s
articles which has the effect of requiring notice of termination to be received by
the company or another person at a time earlier than that specified in those
subsections.
This is subject to subsection (6).
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(6)
Any provision of the company’s articles is void in so far as it would have the
effect of requiring notice of termination to be received by the company or
another person earlier than the following time—

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 3 — Resolutions at meetings
153

(a)
in the case of a meeting or adjourned meeting, 48 hours before the time
for holding the meeting or adjourned meeting;
(b)
in the case of a poll taken more than 48 hours after it was demanded, 24
hours before the time appointed for the taking of the poll;
(c)
in the case of a poll taken not more than 48 hours after it was
5
demanded, the time at which it was demanded.
(7)
In calculating the periods mentioned in subsections (3)(b) and (6) no account
shall be taken of any part of a day that is not a working day.
338
Saving for more extensive rights conferred by articles
Nothing in sections 331 to 337 (proxies) prevents a company’s articles from
10
conferring more extensive rights on members or proxies than are conferred by
those sections.
Adjourned meetings
339
Resolution passed at adjourned meeting
Where a resolution is passed at an adjourned meeting of a company, the
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resolution is for all purposes to be treated as having been passed on the date on
which it was in fact passed, and is not to be deemed passed on any earlier date.
Electronic communications
340
Sending documents relating to meetings etc in electronic form
(1)
Where a company has given an electronic address in a notice calling a meeting,
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it is deemed to have agreed that any document or information relating to
proceedings at the meeting may be sent by electronic means to that address
(subject to any conditions or limitations specified in the notice).
(2)
Where a company has given an electronic address—
(a)
in an instrument of proxy sent out by the company in relation to the
25
meeting, or
(b)
in an invitation to appoint a proxy issued by the company in relation to
the meeting,

it is deemed to have agreed that any document or information relating to
proxies for that meeting may be sent by electronic means to that address
30
(subject to any conditions or limitations specified in the notice).
(3)
In subsection (2), documents relating to proxies include—
(a)
the appointment of a proxy in relation to a meeting,
(b)
any document necessary to show the validity of, or otherwise relating
to, the appointment of a proxy, and
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(c)
notice of the termination of the authority of a proxy.
(4)
In this section “electronic address” means any address or number used for the
purposes of sending or receiving documents or information by electronic
means.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 3 — Resolutions at meetings
154

Application to class meetings
341
Application to class meetings
(1)
The provisions of this Chapter apply (with necessary modifications) in relation
to a meeting of holders of a class of shares as they apply in relation to a general
meeting.
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This is subject to subsections (2) and (3).
(2)
The following provisions of this Chapter do not apply in relation to a meeting
of holders of a class of shares—
(a)
sections 310 to 312 (members’ power to require directors to call general
meeting), and
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(b)
section 313 (power of court to order meeting).
(3)
The following provisions (in addition to those mentioned in subsection (2)) do
not apply in relation to a meeting in connection with the variation of rights
attached to a class of shares (a “variation of class rights meeting”)—
(a)
section 325 (quorum), and
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(b)
section 328 (right to demand a poll).
(4)
The quorum for a variation of class rights meeting is—
(a)
for a meeting other than an adjourned meeting, two persons present
holding at least one-third in nominal value of the issued shares of the
class in question (excluding any shares of that class held as treasury
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shares);
(b)
for an adjourned meeting, one person present holding shares of the
class in question.
(5)
For the purposes of subsection (4), where a person is present by proxy or
proxies, he is treated as holding only the shares in respect of which those
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proxies are authorised to exercise voting rights.
(6)
At a variation of class rights meeting, any holder of shares of the class in
question present may demand a poll.
(7)
For the purposes of this section—
(a)
any amendment of a provision contained in a company’s articles for the
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variation of the rights attached to a class of shares, or the insertion of
any such provision into the articles, is itself to be treated as a variation
of those rights, and
(b)
references to the variation of rights attached to a class of shares include
references to their abrogation.
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342
Application to class meetings: companies without a share capital
(1)
The provisions of this Chapter apply (with necessary modifications) in relation
to a meeting of a class of members of a company without a share capital as they
apply in relation to a general meeting.
This is subject to subsections (2) and (3).
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(2)
The following provisions of this Chapter do not apply in relation to a meeting
of a class of members—
(a)
sections 310 to 312 (members’ power to require directors to call general
meeting), and

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 4 — Public companies: additional requirements for AGMs
155

(b)
section 313 (power of court to order meeting).
(3)
The following provisions (in addition to those mentioned in subsection (2)) do
not apply in relation to a meeting in connection with the variation of the rights
of a class of members (a “variation of class rights meeting”)—
(a)
section 325 (quorum), and
5
(b)
section 328 (right to demand a poll).
(4)
The quorum for a variation of class rights meeting is—
(a)
for a meeting other than an adjourned meeting, two members of the
class present (in person or by proxy) who together represent at least
one-third of the voting rights of the class;
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(b)
for an adjourned meeting, one member of the class present (in person
or by proxy).
(5)
At a variation of class rights meeting, any member present (in person or by
proxy) may demand a poll.
(6)
For the purposes of this section—
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(a)
any amendment of a provision contained in a company’s articles for the
variation of the rights of a class of members, or the insertion of any such
provision into the articles, is itself to be treated as a variation of those
rights, and
(b)
references to the variation of rights of a class of members include
20
references to their abrogation.
Chapter 4
Public companies: additional requirements for AGMs
343
Public companies: annual general meeting
(1)
Every public company must hold a general meeting as its annual general
25
meeting in each period of 6 months beginning with the day following its
accounting reference date (in addition to any other meetings held during that
period).
(2)
A company that fails to comply with subsection (1) as a result of giving notice
under section 398 (alteration of accounting reference date)—
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(a)
specifying a new accounting reference date, and
(b)
stating that the current accounting reference period or the previous
accounting reference period is to be shortened,

shall be treated as if it had complied with subsection (1) if it holds a general
meeting as its annual general meeting within 3 months of giving that notice.
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(3)
If a company fails to comply with subsection (1), an offence is committed by
every officer of the company who is in default.
(4)
A person guilty of an offence under this section is liable—
(a)
on conviction on indictment, to a fine;
(b)
on summary conviction, to a fine not exceeding the statutory
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maximum.