We say to all WSRA members, “It’s your vote!”

Proxy votes are a touchy subject. This article seeks to clarify how WSRA members who are unable to attend general meetings can make sure their use of a proxy leads to a fair and democratic process.

Schedule 1 of the WSRA’s Articles of Association, which is derived from the Companies Act, gives an example of how the proxy form (the “proxy notice”) should be laid out and worded. The appointed person is called a “proxy”. Here is a snapshot from the Articles:

proxyformschedule1

The wording on the proxy form clearly shows that the member can indicate voting instructions on the form.

The proxy form footnotes state “**tick the appropriate box to indicate if, and how, you wish your proxy to vote on a resolution.” and “Unless otherwise instructed, the proxy may vote as he or she thinks fit or may abstain.”

The key…

The key to fair and democratic processes is that all WSRA members should make their own decision on each resolution and then ensure their vote counts.

For those using a proxy, simply tick your voting preference in the appropriate box on the proxy form.

And make sure you choose a trustworthy proxy.

The proxy must then follow your instructions. Simple.

However…

You may have been advised wrongly by the WSRA as in Journal 147, the AGM 2014 report starting on p30 includes a brief explanation about proxy votes.

  • It explains that if a WSRA member appoints someone other than the chairman as proxy, the member may suggest how their appointed proxy should vote but goes on to say that their proxy is “free to vote how he/she sees fit.” This is not correct in our view.
  • The explanation also states that if the chairman is appointed proxy, then the chairman must follow the member’s voting instructions if given, otherwise the chairman decides how to cast the votes. This is correct in our view since if appointed a proxy, then the chairman is merely a proxy, and must operate like every other proxy.

But…

But, we believe this requirement to follow instructions (where given) applies to every proxy, regardless of whether that proxy is chairman or not.

There is nothing we can see in the Articles to suggest one rule if the chairman is the appointed proxy and another rule for any other appointed proxy.

We have asked the WSRA to check and in reply they stand by their Journal advice although have provided no references to support their view. WSRA members might be puzzled with this response.

So…

We advise WSRA members to check the Articles for clarification – see version 3 on this page:

http://www.wsra.org.uk/about-us/documents/

Furthermore, section 324A of the Companies Act states “a proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed.”

Of course, if a member gives no instructions to the proxy then the proxy is completely free to vote as he/she thinks. WSRA members – it is your vote! Don’t give it away!

Your decision…

We strongly urge WSRA members using a proxy to ensure they make their voting instructions very clear on the proxy form and do not allow their proxy to make the decision.

Let’s ensure a fair and democratic process with our Association.

Change the process?

Of course, a postal ballot would do away with all the nonsense that proxy voting brings. But a change in the Articles of Association would be necessary. We would be interested to hear from WSRA members who would like to comment or advise on a change to postal balloting. Thanks.

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