The WNM Sdn Bhd is a private company limited by shares. The company is about to hold its 12th Annual General Meeting on 21 December 2011 to pass both ordinary and special resolutions. The following matters relating to the forthcoming annual general meeting are raised by various parties. As the company secretary of the company, you are required to advise them.
a) John and Linda are newly appointed directors of the company and they ask you to explain the use of members' resolution in writing and whether it can be used instead of holding an annual general meeting.
b) Aminah, one of the shareholders of the company, seeks your advice on the rules relating to appointment of proxies to the meeting.
c) Mr. Alan, a ...view middle of the document...
A proxy is ‘lawfully constituted agent or the proxy form which is document appointing the proxy and the person authorized by the proxy form to act or for the appointor to attend and vote at the meeting on the appointors behalf.
The Companies Act 1965 provided right for a member of a company to appoint another person to attend company meetings as a proxy. In section 149 1 (a) to (d), such a person can have the same rights as a member at the meeting. This right is restricted to the proxy voting in a poll which he must be a member, an approved company auditor or a person approved by the Registrar in any particular case, and there must not more than two proxy appointed to attend and vote in same meeting. The appointment should be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
. Article of Association of listed companies shall have two provisions which is that give rights to proxy to vote on show of hands on any question at any general meeting and to enable authorized nominee to appoint at least one proxy in respect of each securities account it holds with ordinary shares of the company standing to the credit of the said securities account.
A proxy is appointed by an instrument in writing, in accordance with the articles. The Companies Act 1965 requires that when notices are sent out calling for a meeting, the notice must state the right of the member to appoint a proxy. It is permissible for the company to frame its Articles of Association to have provisions which either restrict the rights of the proxy holder when attending the meeting or put him almost in the same position as a shareholder.
Bhag Singh, ‘Voting by proxy’, http://thestar.com.my/
Act 125 Companies Act 1965 (Revised – 1973)