Page 30 - The Law of Difficult Meetings

The Law of Difficult Meetings

discretion in what he thinks are the best interests of the meeting and should only delay holding the poll if he thinks
it is reasonably necessary, for example, to give the members more time to consider a resolution or to allow them to
become better informed.

As referred to at paragraph 16 (“Reducing the length of the meeting”) above, if a group of resolutions is to be put
to a poll, each should be submitted to a separate vote (although, as also noted above, there is authority suggesting
that resolutions may be grouped if the meeting so agrees in advance).

24.2 Procedure on a poll

It is important to have polling procedures very well worked out in advance. If all shareholders are given voting cards
on arrival, this helps immeasurably in the smooth running of a poll. The Chairman can simply say to the meeting
that votes should be marked on the poll cards which have already been distributed and can invite voters to drop
completed cards into ballot boxes as they leave the meeting. This approach avoids any interruption to the meeting.
Alternatively, polls can be taken at the end of the meeting. Once other business has been concluded, the voting
cards are then distributed, completed and put in the ballot boxes by voters as they leave the meeting.

24.3 Electronic polling

Developments in technology mean that a number of companies now use an electronic voting system with instantly
reportable results. The system has overcome the main deterrents in holding a poll: the administration of the poll
and the delay this caused to the announcement of results. Where an electronic voting system is used, shareholders
press a button on a handset registered to them to indicate their vote and the results, combined with the proxies
already received, are displayed on‑screen shortly afterwards.

It should be noted that ICSA stated in its 2003 guidance note on voting at general meetings that shareholders
not comfortable with electronic voting devices should be given the opportunity to use a poll card. Also note that
where electronic voting devices are used, it is necessary to have poll cards available to be used where technological
problems arise.

24.4 Scrutineers

Even if the articles do not oblige the company to appoint scrutineers, it is advisable to do so. It is usual for
the auditors to be appointed as they are normally seen as having an acceptable measure of independence.
Alternatively, the registrars are candidates for appointment. It is the job of the scrutineers to decide on the detailed
procedure for issuing voting cards, counting them and checking them against proxy forms lodged (to ensure there
is no double voting) and against the register of members. The registrars are likely to assist with the latter task. They
must ensure that the register is available at the meeting, made up to the record date.

If a member or proxy claims on the voting card to be entitled to more votes than are shown on the register and all
his votes are cast the same way, the number of votes cast should be reduced to conform with his entitlement. If a
member or proxy who claims more votes than are shown on the register casts them in different ways, the votes for
and against should be reduced pro rata.

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