A. Explanation

This Provision sets out the need to allow for in absentia voting at general meetings.

Shareholders have the right to attend, and participate in, the general meetings. It is in the interest of the company to facilitate these rights.

Provision 11.1 and the explanation to it describe how companies should help shareholders exercise their rights to participate and vote at general meetings. However, for various reasons, a shareholder may not be able to attend. Nevertheless, it is essential that shareholders’ rights to vote at meetings be preserved.

Thus, this Provision states that the company is to have a voting mechanism that allows for in absentia voting. This is often implemented through the use of proxies and accompanying forms and processes.

B. Practice Guidance

• Practice Guidance 11: Shareholder Rights and Engagement

C. Related Rules and Regulations

• Section 64(1) of the Companies Act: Rights and powers attaching shares.
• MR Practice Note 7.5 and CR Practice Note 7E: General meetings
• MR Appendix 2.2(8) and CR Appendix 4C(8): Voting and proxies.

D. CG Guides

• Board Guide Appendix 7B-2: Proxy Advisors and the Board [Stakeholder Engagement].
• Board Guide Appendix 7D: Shareholder Activism [Stakeholder Engagement].
• Board Guide Appendix 7F: General Meetings of Shareholders [Stakeholder Engagement].

E. Related Articles

• “Preparing for the AGM” by Penelope Phoon-Cohen. (446KB)
• “AGMs: What investors want to know” by Terry Wee. (447KB)
• “Engagement with shareholders” by Mike Gray. (88KB)