How to Appoint a Company Proxy

It’s not always practical or possible to physically attend a members’ meeting (or shareholder’s meeting). Fortunately, the Corporations Act 2001 (Cth) contains a rule which allows you to appoint another person (an individual or body corporate) as your proxy if you’re a member (shareholder) of a company with voting rights. This person will be able to participate and cast a vote on your behalf at a specified meeting. In this article, we will investigate how you can properly appoint a company proxy. It’s important to consider the following Corporations Act 2001 (Cth) requirements alongside your company constitution, if one exists.

Public vs private company

If your company is publicly listed, this rule is mandatory. However, your company constitution may change or remove this rule if your company is privately held.

Number of votes

To begin, you must be a member of a company with voting rights at members’ meetings. You may appoint two proxies if you’re able to cast two or more votes. If you don’t specify the number of votes assigned to each proxy, they will be able to cast half of the votes you’re eligible to make.

Proxy appointment form

If your company sends a proxy appointment form for a meeting, it must be sent to all members with voting rights who are eligible to assign a proxy.

Appointing a company proxy

First, you must authorise your proxy (usually via signature). Generally, the authorisation must also include:

  • your name and address
  • your company’s name
  • proxy’s name or name of the office held by your proxy
  • the specific meetings where you intend the appointment to be active

You must also provide the following documents to your company, at least 48 hours before the meeting:

  • the proxy’s appointment
  • the authority under which the appointment was signed or a certified copy of the authority (if signed by your attorney)

You may send these documents to either:

  • your company’s registered office
  • a fax number at your company’s registered office
  • a place, fax number or electronic address specified for the purpose in the meeting notice

Your meeting notice will also need to specify a place and tax file number if your company is publicly listed. It may also specify an electronic address for the receipt of the appointment.

Directed vs undirected

Your proxy may either be undirected, or directed to vote a specific way for a particular resolution. However, if your proxy is not entitled to vote on a particular resolution, your proxy must be directed.

If you direct your proxy, there is no need to vote using a show of hands unless you direct them to do so. Although, if your proxy has two or more appointments specifying different ways to vote, they must not vote on a show of hands.

Finally, if your proxy is the chair of the meeting, they must vote on a poll. If not, they don’t need to vote on a poll unless you direct them to do so.

Validity of a proxy vote

A vote cast by your proxy will still be valid even if you pass away, become mentally incapacitated or revoke the appointment before the vote is cast.

Conclusion

To summarise, if you’re a member of a company with voting rights, you may effectively appoint a person to participate and vote on your behalf at a members’ meeting as your proxy. However, in order to do so, you must follow the requirements outlined in the Corporations Act 2001 (Cth) and your company constitution. If you require further information or assistance, contact a company lawyer today.

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