Proxies and corporate representation: ICSA guidance note

On 28 January 2008 the Institute of Chartered Secretaries and Administrators (ICSA) published a new guidance note (080122) on proxies and corporate representatives at general meetings in the light of changes to company law introduce by Part 13 (Resolutions and meetings) of the Companies Act 2006 on 1 October 2007.

If a shareholder is a corporation, it must appoint an individual to act on its behalf at general meetings either as a proxy (sections 284, 285 and 324 to 333, 2006 Act) or as a corporate representative (section 323, 2006 Act). However, there has been some debate around the effect of the new provisions in relation to the two alternatives.

In the Guidance, the ICSA considers the uncertainty relating to multiple corporate representatives and recommends that corporate shareholders either appoint proxies or a single corporate representative to attend, speak and vote at general meetings. Where this cannot be done, an alternative method outlined in the Guidance can be adopted. ICSA suggests this as an interim solution until the law can be amended to clarify the position.

ICSA considers that the uncertainty surrounding the appointment of multiple corporate representatives has been resolved by the changes made to the Companies Act 2006 by the Companies (Shareholders' Rights) Regulations (SI2009/1632) which came into force in relation to to meetings of which notice is given, or first given, on or after 3 August 2009. ICSA will shortly publish an updated guidance referring to best practice procedures concerning the appointment of corporate representatives and the content of the letter of appointment.

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