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The chairman's obligations regarding polls and proxies

Disquiet around the way that some chairmen seem reluctant to call a poll even when it has been properly proposed by the shareholders has highlighted significant misunderstanding of several aspects of the chairman’s obligations in this and similar areas at general meetings.

Most proxy forms name the ‘chairman of the meeting’ as the default proxy. Accordingly most shareholders appoint the chairman as their proxy. The Companies Act 2006 does not however specify the duties or obligations of the chairman either in his capacity as proxy or as regards responding to a call for a poll from the shareholders. This guidance note seeks to clarify the chairman's obligations with regards to polls.

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