Deadlines no longer count
Corporate governance: proxy voting 101
Final dates and times specified for the lodging of proxy votes are invalid, the appeal court has found
If you’re a procrastinator and happen to have shares in a JSE-listed company, things are going your way. In fact, they’ve been going your way since the new Companies Act came into effect in 2011. But it’s only since a supreme court of appeal ruling earlier this year that your right to pitch up at the very last minute and vote at a shareholder meeting has been given muscle. Piet Delport, professor of law at Pretoria University, is of the opinion that even if the meeting has commenced and you have already handed your proxy to someone else, you can change your mind, right up to the time the voting occurs. Delport says the court’s ruling in the Clearwater case in March makes clear that a proxy that contains a requirement that it be lodged before a meeting cannot be valid. The ruling did no more than confirm shareholders’ rights, in terms of section 58 of the Companies Act, to appoint a proxy “at any time”. This means a company cannot require a proxy to be lodged on or before a particula...
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