Jane Mayfield provides a summary of the impact of the Shareholder Rights Directive
The Companies (Shareholders’ Rights) Regulations 2009 (SI 2009/1632) (the Regulations) came into force on 3 August 2009 implementing the Shareholder Rights Directive 2007/36/EC. It amends Pt 13 of the Companies Act 2006.
Principal changes include:
In respect of all companies
Voting by a proxy
On a show of hands at a meeting every proxy present has one vote. If a proxy is appointed by multiple members and has instructions to vote both for and against a resolution, he has one vote for and one vote against such resolution.
Voting in advance
A company’s articles of association may now include a provision that on a vote by poll, votes may be cast in advance. In the case of a company with voting shares admitted to trading on an EEA regulated market (a ‘traded company’), such provision may only be subject to requirements or restrictions that are necessary to ensure the identification of the person voting, and proportionate to the achievement of that objective.
Corporate
