“It is not possible to screen the proxy votes in the meeting room where we hold our AGM. In order to avoid the Chairman having to read them out after every resolution one suggestion is that attendees are given a proxy vote summary at the start of the meeting to which the Chairman can then refer rather than making it available only at the end of the meeting as recommended by ICSA. Has anyone else adopted this approach and do you think that this meets the requirements of the UK Corporate Governance Code?”
Our practice is for the Chairman to announce that proxy votes will be displayed on a presentation screen at the front of the room after each vote on a show of hands has been taken and that hard copies are available for shareholders if they wish after the meeting. The proxy votes are displayed after the vote is taken, and remain on the screen until the vote on the next resolution has been taken. The proxy votes are notifed to RNS shortly after the meeting and published on our website. It does not seem appropriate to inform the meeting of the proxy voting before the vote is taken.
We take all resolutions by poll at the end of the meeting and announce the results later. Previously we read out the proxy votes of each resolution after each vote. Safer but cumbersome.
One of the arguments against providing proxy votes beforehand is that it makes the voting at the meeting irrelevant for those attending. They know that anyway so not a big issue.
On balance I think it is inappropriate to hand out proxy votes beforehand. A halfway house is to say after resolution 1 that similar numbers of proxy votes were received for the majority of the resolutions.
We have a very small attendance at our AGM and all voting is conducted by poll. The Chairman makes a general statement at the start of tabling the resolutions as to the number of proxy votes received, what proportion of issued equity this represents and the general outcome (eg “proxy votes received to date are over 90% in favour of all resolutions”) and we then publish exact numbers in the usual way after the meeting.
we include in the Chairman’s script proxy numbers (to the nearest million) for resolution 1 and advise these are approximately the same for all resolutions. full details are made available at the end of the meeting and posted on the website.
At the end of the meeting, we advise that the proxy votes were “overwhelmingly in favour” and that the actual numbers will be announced to the Stock Exchange after the meeting.
We do, however, have only a small turnout of shareholders so it is not as much of an issue for us as it may be for other compoanies with more shareholders atending.
For the first time this year, we displayed the proxy voting results on a screen in the AGM room at the end of the meeting. Should the screen have failed then our back up was to have paper copies of the voting results for each resolution. The Chairman announced at the start of the meeting the %age of shareholders who had voted by proxy and that a significant majority had voted in favour of each resolution. He went on to say that full details of the proxy voting results would be displayed at the end of the meeting and would be available in paper form for those shareholders who wanted a copy.
Display on a screen or on a sheet distributed at the meeting. Both are good.
Display on a screen or on a sheet distributed at the meeting. Both are good.
We display the proxy votes received on a screen behind the Chairman, following the vote on a show of hands after each resolution. Our Chairman confirms that the vote is carried on a show of hands and then indicates the proxy votes on screen. This worked well – although it is worth explaining the % required to pass an ordinary or special resolution on each slide.
The summary of proxy votes for all resolutions are announced via RNS following the meeting and we offer to post them to shareholders who don’t use the internet.
Issuing the proxy vote summary in advance seems to meet part E.2.2. of the Code, however, it could give cause for complaint among shareholders who realise that their vote is insignificant compared with the Chairman’s proxy.
Although we are able to screen the proxy votes, we have considered this point and decided that we would only provide the information after the vote; either on a resolution by resolution basis or at the end of the meeting. The rational for this was that by giving the shareholders in the meeting access to the proxy votes prior to them voting they would be treated differently to other shareholders and we could be open to accusations of trying to influence them. The Chairman only reads the first result and then says other results will be available on screen. If the screen failed he would refer to the results being available at the end of the meeting.
We have adopted this exact approach. A schedule of proxy votes by resolution is placed on each chair at the start of the meeting. We believe this to satisfy UK Corporate Governance Code requirements, which requires that the information is “given at the meeting” and does not specify that it must be read out or given after the show of hands