Changes affecting the use of proxy voting by shareholders in joint stock (especially public companies) were made to the Commercial Companies Code at the start of December 2008.

Key changes include:

  • a ban on any restrictions being imposed in a shareholder's right to appoint one or more proxies to represent (and vote for) him at General Meeting
  • a right for shareholders in public companies to appoint a separate proxy to exercise rights over shares registered in separate securities accounts
  • a right for proxies to represent more than one shareholder and vote differently in respect of each shareholder's shares
  • allowing shareholders in public companies to grant (or reduce) a power of attorney appointing a proxy in electronic form without a verified digital signature (all other powers of attorney must be in writing)
  • allowing public companies to take appropriate steps to establish the identity of shareholder and proxy in order to ensure the validity of electronic powers of attorney
  • a right for a shareholder in a public company to appoint one of the company's directors or employees as his proxy for one General Meeting with the following restrictions that:
    • prevent them from granting further powers of attorney
    • require them to vote in accordance with the shareholder's instructions, and
    • require them to disclose any actual or potential conflict of interest they may have
  • allowing a shareholder to vote on a resolution concerning his own liability to the company NOT in his own right but ONLY where he has been appointed as proxy for another shareholder, given instructions how to vote and informed the shareholder appointing him of any actual or potential conflict of interest he may have
  • allowing shareholders to vote in person or by proxy at general meetings of joint stock companies using electronic communication, where the company's articles

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The original publication date for this article was 23/12/2008.