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ACCA Applied Skills · Corporate and Business Law (Global) · Company meetings and resolutions

Ellis Co has 500 members. At a general meeting, a proxy appointed by Sam attends but Sam does not. Sam's proxy form instructs him to vote against a resolution. Which statement is correct under the general rules?

The proxy must vote as Sam instructed, because he acts as Sam's agent, and he counts towards the quorum as a qualifying person. He may also speak at the meeting, so the other options misstate the rules.

  1. AThe proxy should vote as instructed, and may count towards the quorum as a qualifying personCorrect
  2. BThe proxy may ignore the instructions and vote freely
  3. CThe proxy cannot count towards the quorum
  4. DThe proxy may speak but not vote under any circumstances

Explanation

A proxy acts as the member's agent and must follow any voting instructions given. A properly appointed proxy is a qualifying person who counts towards the quorum and may speak at the meeting. Ignoring instructions would breach the agency duty.

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