A member`s right to attend and vote in person takes precedence over the right of proxy. Thus, if a member attends the meeting even if there is a proxy appointed by him, the proxy is revoked if that member votes before his proxy. This was established in Knight v. Bulkeley. In such a scenario, the exercise of personal voting by a member does not revoke the proxy, but prevents the proxy from voting. A proxy statement is a document that contains information that the Securities and Exchange Commission (SEC) requires companies to provide to shareholders so that they can make informed decisions about matters raised at an annual or special meeting of shareholders. Matters discussed in a proxy circular may include proposals for new appointments to the Board of Directors, information on directors` salaries, information on directors` bonus and option plans, and statements from management. In corporate law, an agent has the power to exercise the voting rights attached to shares. This power is usually provided for by a corporation`s charter and articles or by a law of the state. If no proxy is granted, a shareholder cannot vote by proxy.

The holder of the share, whose name is entered in the register of companies, is the only person entitled to delegate the right to vote. In the absence of an express requirement, no special form is required for a power of attorney. However, this must be proven by a sufficient written power of attorney. A power of attorney is not invalid if minor errors or omissions occur in the document. In general, any power held by a shareholder at a meeting of the corporation may be delegated to a proxy. An ordinary representative may vote on the company`s regular transactions, such as amending the articles of association. However, the proxy is not allowed to vote on extraordinary corporate transactions, such as a merger, unless they have a special proxy to do so. If a proxy acts within the scope of his or her proxy in accordance with the principles of the power of attorney, the shareholder is bound as if he or she had acted personally. This article deals in detail with the fundamental aspects related to powers of attorney, such as appointment, form, procedure and legal requirements, as well as rights and obligations. The article attempts to paint a complete picture of the subject. The lack of absentee shareholder protection led to the enactment of provisions in the Securities Exchange Act of 1934 authorizing the Securities and Exchange Commission (SEC) to enact proxy voting regulations.

These rules and subsequent amendments apply to proxies of publicly traded corporations and all other corporations with total assets of $10 million or more and 2,000 or more shareholders. They require that proxy requests be accompanied by statements informing the shareholder, if known, of the actions to be decided at the meeting, as well as naming and detailing the directors proposed for election or re-election. The proxy itself must prove that it is obtained by management, give the shareholder the opportunity to inform the proxy of the vote, and must be signed and dated. In 2007, the SEC adopted rules for the use of “electronic proxies,” which are proxy documents made available to shareholders by e-mail or on a publicly accessible website. In accordance with Article 105 (1) of the Companies Act 2013 (hereinafter CA), any member entitled to attend and vote at a corporate meeting may appoint a proxy. However, an agent may not be appointed by a partner of a company without share capital, unless the articles of association so provide. The Government may also prescribe one or more classes of corporations that do not allow their members to appoint a mandatary. Prior to the Annual General Meeting, all shareholders will receive an information package with the proxy circular.

The proxy materials provide shareholders with the information necessary to conduct an informed vote on matters important to the Company`s performance. A proxy circular provides shareholders and potential investors with insight into the governance and management of a company. The proxy discloses important information about the items on the agenda of the Annual General Meeting, lists the qualifications of the Management Board and members of the Board of Directors, serves as a ballot for the election of the Board of Directors, lists the major shareholders of a company`s shares, and provides detailed information on executive compensation. There are also proposals from management and shareholders. Anyone can view a public company`s proxy statement on the SEC`s website as “DEF 14A.” Therefore, it is on the agenda to revise these proxy voting laws to create space for greater participation to support democratic decision-making and better management of corporate affairs. While proxy voting is always a choice, management encourages shareholders to vote in person. If the shareholder is unable to attend, proxy voting is an option. Where a person is required to act as an agent for a person, specific documentation may be required showing the extent to which the officer can speak on behalf of the person.

The Securities and Exchange Commission (SEC) requires companies to file their proxy statements pursuant to Schedule 14A. Companies submit a power of attorney on a DEF 14A form. A power of attorney is accepted on a public holiday if the last date of acceptance is a public holiday. The identity must be proven by the representative when attending the meeting. “Once the empty undated proxy has been received by the appointee`s hand, it can be assumed with certainty that he or she has received a proxy to fill the gaps with his or her own name or the name of another person with a date and to use the proxy for the purpose of voting at the meeting. It`s his fault, he should be careful enough not to. Once the proxy has been duly completed on a particular date by the person to whom it is entrusted, the later date is considered to be the date of signature of the proxy by the shareholder, even if another proxy may also be in possession of a blank proxy from the same shareholder of an earlier date. The concept of power of attorney was introduced to facilitate shareholder participation in the affairs of the corporation, even if they cannot be present in person. However, restrictions imposed on the proxy by the fact that he is not allowed to speak or that he does not have the right to vote by show of hands make this ground for participation sterile.

While management`s fear of vicarious harassment or harassment should not be unfounded, it should not become a barrier to expanding its engagement and contribution.