Proxies and Company Representatives

Why we need to appoint a Corporate Representative at any meeting of members of the Company?

An overview of Proxies and corporate representatives;

As a corporation has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting or annual general meeting (AGM) of a company in which it holds shares. This can be done by appointing one or more individuals to act as:

  1. its proxy, or;
  2. its corporate representative under Section 333 (1).

Appointing a proxy;

A member of a company is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, speak and vote at a meeting of the company.

In every notice calling a meeting of a company, there must appear, with reasonable prominence, a statement informing the member of:

  1. his rights under the Companies Act 2016 to appoint a proxy, and;
  2. any more extensive rights conferred by the articles to appoint more than one proxy.

A member can appoint any other person to act as his proxy; it does not have to be another shareholder of the company. In practice, where the voting at a general meeting is to be held on a poll rather than a show of hands, many shareholders opt to appoint the chairman of the meeting to be their proxy. They usually set out voting instructions within the proxy form, which the chairman is obliged to follow.

The appointment can be shown through Certificate of Corporate Representative  of Section 333 and it is the prima facie evidence of the appointment of revocation of the appointment.

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