Appointing a proxy
Appointing a proxy

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Appointing a proxy
  • The right to appoint a proxy
  • Who can be a proxy?
  • Multiple proxies
  • The form of proxy notice
  • Delivering the proxy notice
  • Termination of the proxy's authority
  • Traded companies

A member’s right to appoint a proxy is governed by the Companies Act 2006 (CA 2006). In addition to the statutory provisions, companies are entitled to confer more extensive rights in relation to the appointment of proxies in their articles of association.

A traded company (as defined) has to comply with additional requirements in the CA 2006 in relation to the appointment of proxies. This Practice Note also summarises those additional requirements.

For examples of different types of proxy form, see precedents:

  1. Short-form proxy form for the general meeting of a private company/unlisted public company

  2. Long-form proxy form for a general meeting of a private company/unlisted public company

  3. Proxy form for a general meeting of a listed company

This Practice Note does not cover voting by proxy. See Practice Note: Voting by proxy.

The right to appoint a proxy

A member of a company is entitled to appoint another person as their proxy to exercise all or any of their rights to attend, speak and vote at a meeting of the company.

In every notice calling a meeting of a company, there must appear, with reasonable prominence, a statement informing the member of:

  1. their rights under CA 2006, s 324 and

  2. any more extensive rights conferred by the articles to appoint more than one proxy

The failure to comply with the requirement to put