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Company Law Reform Bill [HL]

I am grateful to the noble Lords, Lord Sharman and Lord Razzall, for tabling this amendment, and raising the question of whether proxies continue to have the right to demand a poll. This gives me the opportunity to explain the slightly different approach from the 1985 Act that we have taken towards proxies. Section 372 of the 1985 Act entitles any member who can attend and vote at a meeting to appoint a proxy to attend and vote on the member’s behalf. Section 373 provides for the right to demand a poll, and subsection (2) ensures that a demand for a poll by a proxy is to be treated the same as if it were a demand from a member. However, whether a proxy may speak in the case of a public company, or vote on a show of hands, is subject to the company’s articles. The Bill provides statutory rights under Clauses 299 to 306 for members to appoint proxies to attend, speak and vote, whether on a show of hands or a poll, irrespective of the company’s articles. The right of proxies to demand a poll is set out in Clause 304, which also clarifies how proxies count towards meeting the various voting thresholds in Clause 296. There is therefore no need for this amendment, which has already been dealt with.