Company law revision question and answer

Ann is about to attend her first ever general meeting of Borg plc. The documentation for the meeting mentions various people, but Ann is not sure what their exact roles are within a public limited company. Nor is she clear about the procedure for voting or how one becomes, or ceases to be a director.
(a) Briefly explain to Ann the role and power of the following: Chairman of the Board;
Managing director

(b) Briefly explain what is meant by:

A poll vote
A proxy vote.
ANSWER
(a) (i)Powers of the chairman of the Board;

• To call meetings to order
• To determine who to speak and for how long
• To adjourn the meeting with consent of members
• To close discussion on an issue after reasonable debate
• To demand voting poll
• To declare results of any vote of show of hands or poll.
• To make decisions on points of order.
• To close the meeting
• To vote again or have a casting vote in the case of a tie.

(ii) Functions of the Managing Director;

Under Section 109 of Table A, directors may entrust and confer upon a Managing Director any or the powers exercisable them on such terms and conditions and with such restrictions as they deem fit.

Such powers are exercisable with the board or its exclusion.

However, the board may from time to time revoke, withdraw, after or vary all or any of the powers conferred upon the managing director as was the case in Holdsworth v. Eaddieswhere the managing director‟s powers, were exercisable in relation to the company and its subsidiaries as determined the board.

After 1 year, the board resolved that he should confine his attention to one of the subsidiaries only.

(b)

(i)A poll vote:

This is voting on the basis of shares held. Under Article 62 of Table A, in a poll vote, one share is one vote. Voting poll is demand and the demand may be made by:

The chairman of the meeting

Not less than 5 members present in person or proxy

A member or members present in person or proxy holding not less than 1/10 of the paid up capital.

A member or members present in person or proxy holding not less than 1/10 of the total voting rights.

The demand for a poll may be withdrawn before it is taken. However, voting poll is conducted in accordance with the wishes of the chairman and the outcome becomes the decision of the meeting on the matter.

Under Section 138 of the Act, in a voting poll, a member entitled to more than one vote is not bound to use all his votes in the same way.

(ii) A proxy vote:

At common law, a shareholder has a right to attend general meetings of the company in person or proxy. A proxy is a person appointed a shareholder to attend and vote in general meeting on behalf of the member. A proxy need not be a member of the company.

Under Section 136(1) of the Act, any member of a company entitled to alter and vote at a meeting of the company is entitled to appoint another person whether a member or not to attend and vote instead of him. The appointment is affected completion and submission to the company of the proxy form.

A proxy form, conferred upon the proxy certain rights:

The right to attend the meeting The right to vote poll if any
The right to join other members or proxies to demand voting poll
In the case of a private company meting, the right to speak at the meeting.

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