UK Individual Shareholders Society





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Shareholders involved in a contentious battle at a General Meeting of a company often question whether the votes are correct, or even how to obtain the details of the votes. Because of the deficiencies in the systems operated by registrars, there is no clear audit trail of votes cast. This is a common problem experienced by institutions who may be holding their shares in a nominee or trustee account and find it difficult to check whether their voting instructions have been recorded. But the company’s registrar (who usually look after voting at General Meetings) should be able and willing to tell you if your vote has been recorded if you are on the share register of the company, and whether your vote was received in time (many people send in proxy votes too late). Obviously that is another good reason for being on the share register if possible, and not in a nominee account where you are solely reliant on the nominee operator to enter your voting instructions (if they even provide that service to retail investors – many do not).

It is recommended best practice (as laid down in the Combined Code for quoted companies) to disclose the proxy votes (even if a poll is not called for) after each resolution is taken. This is usually done by reading them out or displaying them on a screen. Normally the company secretary will give you the details of the proxy votes if asked even if you cannot attend the meeting in person although there is probably no legal obligation to do so. But if there is likely to be a close vote on any resolution it is always worthwhile to attend the meeting to watch for anomalies and to ensure a “poll” is taken on any doubtful resolutions (see our web site page “General Meetings” for more details).

Note that it is bad practice to issue the poll results to shareholders at the start of the meeting because doing so may prejudice any actual vote (not all shareholders may have submitted a proxy vote if they are attending the meeting in person), and it tends to take any sense of occasion out of the proceedings because whatever the board or shareholders say at the meeting is obviously not reflected in the proxy votes.

Some directors prefer to disclose the bad news about significant votes against one or more resolutions by making them available in hard copy only at the end of the meeting – when it is too late to ask questions. You should challenge any attempt to do that.

A company must publish the results of a poll taken at a General Meeting on their web site (Section 341 of the Companies Act 2006). Technically this would not apply if there was simply a “show of hands” vote so reports of proxy counts would not necessarily need to be published in that way, although most companies do so.

ShareSoc would like to see an obligation for all public companies to publish proxy or poll counts on their web site, and to issue an RNS announcement disclosing the figures in detail, rather than simply the outcome. Most companies do not issue such announcements at present.

Shareholders who suspect that a poll declaration is inaccurate or fraudulent may demand an independent report be produced on any poll taken under the Companies Act (Sections 342 to 351) but it requires holders of 5% or more of the shares or 100 members with a minimum share capital to request such an action be taken by the company.


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