|
| |
|
| |
(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. |
| 5 |
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. |
| 15 |
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, |
| 20 |
(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 |
| 25 |
validity of a vote given by that person unless the company receives notice of |
| |
| |
(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. |
| 35 |
(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 |
| |
| |
This is subject to subsection (6). |
| 40 |
(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— |
| |
|
| |
|
| |
|
(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 |
| |
| |
| |
339 | Resolution passed at adjourned meeting |
| |
Where a resolution is passed at an adjourned meeting of a company, the |
| 15 |
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, |
| 20 |
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 |
| |
(b) | in an invitation to appoint a proxy issued by the company in relation to |
| |
| |
| 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 |
| 35 |
(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 |
| |
| |
|
| |
|
| |
|
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 |
| |
| 5 |
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 |
| |
| 10 |
(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 |
| 15 |
(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 |
| 20 |
| |
(b) | for an adjourned meeting, one person present holding shares of the |
| |
| |
(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 |
| 25 |
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 |
| 30 |
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 |
| |
| |
(b) | references to the variation of rights attached to a class of shares include |
| |
references to their abrogation. |
| 35 |
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). |
| 40 |
(2) | The following provisions of this Chapter do not apply in relation to a meeting |
| |
| |
(a) | sections 310 to 312 (members’ power to require directors to call general |
| |
| |
|
| |
|
| |
|
(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; |
| 10 |
(b) | for an adjourned meeting, one member of the class present (in person |
| |
| |
(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— |
| 15 |
(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 |
| |
| |
(b) | references to the variation of rights of a class of members include |
| 20 |
references to their abrogation. |
| |
| |
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 |
| |
| |
(2) | A company that fails to comply with subsection (1) as a result of giving notice |
| |
under section 398 (alteration of accounting reference date)— |
| 30 |
(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. |
| 35 |
(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 |
| 40 |
| |
|
| |
|