COMPANY MEETINGS
Administration
of Security holders Meetings | Appointment of a Company
Representative |
Appointment of a Proxy
Administration
of Security holders Meetings
The Corporations Act 2001 and the ASX
Listing Rules prescribe that a company must hold an annual general meeting
of shareholders each year.
The registry is generally responsible for despatching
the notice of annual meeting, explanatory notes, full annual report
or a brief report and a proxy form at least 28 days prior to the meeting.
The proxy form may be personalised and barcoded
for subsequent processing of votes and attendance registration purposes.
Voting entitlement "cut-off" time.
The cut-off time for determining voting entitlement pursuant to Section
1109N of the Corporations Act must be stated in the notice of meeting.
When proxies are received by the registry, validation
is carried out to ensure that they are correctly signed and data input
performed. Proxies generally are accepted up to 48 hours prior to the
meeting. Indicative voting summaries are progressively provided for
the company.
The registry is often involved in the registration
of security holders attending meetings. Registration of attendees is
facilitated by requesting security holders to bring and present a barcoded
attendance form. At the point of entry to the meeting, the barcode is
read and the security holder is given a voting/admittance card. This
procedure simplifies admittance, the counting of votes when cast and
reporting requirements for the company.
Following the closing of a meeting care should be
exercised in collecting and destroying all documents discarded by attendees
which may bear printed holder details, barcodes or SRN/HIN numbers.
Appointment
of a Company Representative
The Corporations Act and most companies’ constitutions
provide that a company may by a resolution of its directors (or other
governing body), authorise a person to act as its representative either
at a particular meeting of security holders or at all meetings of security holders.
A person so authorised is entitled to exercise the same powers on behalf
of the company as an individual security holder however, the representative’s
power may be restricted and if so, the restriction must be stated on
the form.
The appointment of a company representative should
be executed in accordance with the company’s constitution and the
Corporations Law.
Refer to Form 13 "APPOINTMENT
OF CORPORATE REPRESENTATIVE"
The affixing of a company seal is no longer necessary.
If two signatures attest the appointment, one of which purports to be
that of a director and the other purports to be that of a director or
the secretary, the company or registry is entitled to assume the proper
appointment of the representative.
For a proprietary company that has a sole director
who is also the sole company secretary -that director provided that
the signature is attested by the words "sole director and sole
secretary".
If a company representative is appointed by a company
to attend all meetings of security holders he/she is entitled to act
at meetings of security holders until such time as the appointment is
revoked.
Companies or registries should maintain a permanent
register of such appointments and the appointment by each company should
be noted in the register so that it is not necessary to produce evidence
of the appointment at each meeting.
Appointment
of a Proxy
Section 249x(1) Corporations Act 2001
It should be noted that a proxy appointment is generally
only in respect to the meeting for which the appointment is made and
any adjournment thereof, provided it is lodged with the company or registry
before the specified date and time. However, if so authorised it could
remain in force for all future meetings until revoked.
Furthermore, the Corporations Act allows proxy
appointments to be sent to the registry by facsimile and a facsimile
number must be included on the proxy form. Under this law some companies
will accept proxies via the internet.
Note : Reference may need to be made to a trust
deed or other governing Acts if the meeting relates to types of securities
other than shares.
