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Companies Act, 1973 (Act No. 61 of 1973)

Chapter VII: Administration of Companies

Meetings of the Company

189. Representation of members at meetings by proxies

 

 

1) Any member of a company entitled to attend and vote at a meeting of the company, or where the articles of a company limited by guarantee so provide, any member of such company, shall be entitled to appoint another person (whether a member or not) as his proxy to attend, speak, and vote in his stead at any meeting of the company: Provided that, unless the articles otherwise provide, a proxy shall not be entitled to vote except on a poll and a member of a private company shall not be entitled to appoint more than one proxy.

 

2)
a) In every notice calling a meeting of a company having a share capital and on the face of every proxy form issued at the company's expense there shall appear with reasonable prominence a statement that a member entitled to attend and vote at the meeting is entitled to appoint a proxy or, where it is allowed, one or more proxies, to attend and speak and vote thereat in his stead, and that a proxy need not also be a member of the company.
b) In the event of any failure to comply with the requirements of this subsection in respect of any meeting, every director and every officer of the company who authorises, knowingly permits or is party to the failure, shall be guilty of an offence.

 

3)
a) Any provision contained in a company's articles shall be void in so far as it would have the effect of requiring the instrument appointing a proxy, or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy, to be received by the company at its registered office or by any other person more than forty-eight hours before a meeting in order that the appointment may be effective thereat.
b) In determining any period for the purposes of this subsection Saturdays, Sundays and public holidays shall not be taken into account.

 

4)
a) If for the purposes of any meeting of a company invitations to appoint as proxy a person, or one of a number of persons, specified in the invitations are issued at the company's expense to some only of the members entitled to notice of the meeting and to be represented thereat by proxy, every director or officer of the company who authorises or knowingly permits or is a party to such issue, shall be guilty of an offence.
b) The provisions of paragraph (a) shall not apply in respect of the issue to a member of a company at his request in writing of a form of appointment naming a proxy or of a list of persons willing to act as proxy, if the form or list is available on request in writing to every member entitled to be represented at the meeting in question by proxy.

 

5) If for the purposes of any meeting of a company invitations to appoint as proxy a person, or one of a number of persons, specified in the invitations or the instruments appointing a proxy, are issued at the company's expense, any such invitation or instrument appointing a proxy shall-
a) contain adequate blank space immediately preceding the name or names of the person or persons specified therein to enable a member to write in the name and, if so desired, an alternative name of a proxy of his own choice;
b) provide for the member to indicate whether his proxy is to vote in favour of or against any resolution or resolutions to be put at the meeting or is to abstain from voting.

 

6)
a) The person present at a meeting of the company, whose name appears first in the list of names which have not been deleted in any instrument appointing a proxy shall be the validly appointed proxy of the member concerned.
b) If a member does not indicate on the instrument appointing a proxy that his proxy is to vote in favour of or against any resolution or resolutions or to abstain from voting, the proxy shall be entitled to vote as he thinks fit.

 

7) In the event of a failure to comply with any requirement of subsection (5), every director or officer of the company who authorises, knowingly permits or is party to the failure, shall be guilty of an offence.

 

8) The provisions of this section shall apply in relation to meetings of any class of members of a company as they apply in relation to general meetings of the company.