P1 必考內容“Shareholder Meetings”（二）

　　ACCA P1考試：Shareholder Meetings

　　◇Proxy Voting

　　Concept

　　A member of a company， who has the right to attend and vote at a meeting of the company， has a statutory right to appoint an agent （“proxy”） to attend and vote for him.

　　Any shareholder who cannot attend can still vote.

　　Standard procedure is for a postal proxy to be appointed （usually a director） who records the votes indicated by the shareholder.

　　Many companies now allow voting by electronic means.

　　Requirements of the Code

　　At any general meeting， the company should propose a separate resolution on each substantially separate issue， and should in particular propose a resolution at the AGM relating to the report and accounts.

　　For each resolution， proxy appointment forms should provide shareholders with the option to vote either for or against the resolution or to abstain .

　　The proxy form and any announcement of the results of a vote should make it clear that a “vote withheld” is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against the resolution.

　　The company should ensure that all valid proxy appointments received for general meetings are properly recorded and counted.*

　　For each resolution， after a vote has been taken， except where taken on a show of hands， the company should ensure that the following information is given at the meeting and made available as soon as reasonably practicable on a website：

　　the number of shares for which proxy appointments have been validly made；

　　the number of votes for the resolution；

　　the number of votes against the resolution； and

　　the number of shares in respect of which the vote was directed to be withheld.

　　◇Myners Report， 2004

　　Background

　　The review was undertaken following persistent concerns that the system for proxy voting had not been as effective and efficient as it should be. Votes were being “lost” because they need to pass along a complex chain.

　　The report outlines a comprehensive action programme to remove obstacles to casting votes by institutional investors at UK company meetings.

　　Recommendations

　　Beneficial owners should：

　　require their agents to have an electronic voting capability as part of their standard service conditions；

　　determine a voting policy with their agents and ensure that it is carried out； and

　　consider requiring their shares to be registered in a nominee company with designation in their own name or some other unique designation， rather than in an undesignated omnibus nominee account.

　　Where shares have been lent， the current holder should not be able to use them for voting. Only the owner should be able to exercise the vote.

　　Investment managers should actively exercise the votes in shares they hold or manage and have a stated， public and regularly reviewed policy on voting.

　　At general meetings：

　　On voting resolutions， best practice should be to call a poll on all resolutions at company meetings.

　　Quoted companies should disclose on their websites and in summary in annual reports the results of polls at general meetings.

　　Votes consciously withheld can be a useful tool in communicating shareholders' reservations about a resolution， provided there is a clear explanation to the company as to why the vote has been withheld. Companies should provide a “vote withheld” box on all proxy forms.

　　Independent scrutiny of polls should be allowed if requested by shareholders.