The Corporate Enforcement Authority Act 2021 was signed into law on 22 December 2021 with the commencement orders signed by the Tánaiste on 5 July and 6 July respectively*.
The main aim of the Act was to bring in the Corporate Enforcement Authority to replace the Director of Corporate Enforcement and perform their duties. As well as the introduction of the Corporate Enforcement Authority, the Corporate Enforcement Authority Act 2021 has also introduced amendments to the Companies Act 2014, one such change is to proxy forms.
Below we will break down what is a proxy and what changes need to be made for any upcoming Annual General Meetings (AGMs).
What is a proxy?
Under Section 181(1) CA2014, any member who is entitled to attend and vote at a Meeting but is unable to attend and vote at that Meeting can appoint a proxy to attend and vote in their place.
A proxy is appointed with a proxy form as supplied with the Notice for the Meeting and once the proxy form is lodged and the proxy appointed they will be permitted to speak and vote on a poll or show of hands at the meeting on behalf of the member. A proxy form must be completed by the member and sent back to the Company no later than 48 hours (or such lesser period as the company's constitution may provide) before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or take a poll.
A ‘proxy’ can often refer to the person appointed as well as the instrument for such appointment.
What is a proxy from?
S.184 of the Companies Act 2014 lays out the form of the proxy which should be sent to those members entitled to vote as part of the notice for General Meetings and Class Meetings. If it is not possible to use the entire form the Act permits that a form ‘as near to it as circumstances permit’ be issued.
The form requires the following;
- Name of company,
- Details of the meeting (AGM or EGM),
- Date of such meeting,
Adjournment dates if required,
- Name and address of the member, and
- Name and address of the proxy being appointed.
Following this, the proxy should follow Section 184 Companies Act 2014 with regards to voting instructions for the proxy which typically includes the voting being broken down to ‘In Favour’, ‘Abstain’ and ‘ Against’
With regards to the Notices for Meetings Section 181, 183 and 184 Companies Act 2014 includes that Notices for General Meetings must specify the following;
- Place, date and time of the meeting,
- The general nature of the business to be transacted,
- If there is a special resolution the proposed text of the resolution, and
- Proxy entitlements and location and time by which the proxy should be received if applicable.
How do the amendments to the Corporate Enforcement Authority Act 2021 affect the proxy?
Section 28 of the Corporate Enforcement Authority Act 2021 makes amendments to Section 184 of the Companies Act 2014 and proxy forms must now include that the proxy has the ability to attend, speak and vote, and now also "to demand or join in demanding a poll".
What are the next steps for a Company?
Companies and agents involved with assisting with general meetings and class meetings should ensure that their proxy forms and cards are updated to reflect this additional language before being issued to the notice parties.
*Section 35 of the Corporate Enforcement Authority Act 2021 which relates to the provision of the Director’s PPSN in certain documents that are submitted to CRO has not yet been commenced. The OmniPro Technical Team will keep you updated on such changes when they are implemented.