In our August 2004 Newsletter, we reminded members that it was their obligation to vote their shares at company meetings. We have the impression that there may be a general misunderstanding among shareholders and possibly also members about the use of and the validity of the proxy form. We hope by this short article that some of the misconceptions can be straightened out. In New Zealand, our registration system for the ownership of shares is such that each shareholder is able to obtain direct ownership without the necessity of using nominee companies. The following comments are in three parts: shares that are registered and held by the shareholder in his or her name, shares that are held beneficially in a nominee name and overseas shares that may have different characteristics.
New Zealand individual registration
Accompanying the annual report or several weeks after in a separate mailing will be a proxy form where completion is solicited in the event that you are unable to attend the AGM in person. This form is quite simple to complete and will contain boxes for you to mark your preference when voting for the appointment or re-appointment of directors, change of constitution, options to executives, issue of shares or other matters requiring approval at a special or general meeting. There are a number of matters you should be aware of when completing the proxy form:
1 Signing and mailing the form does not prevent you from attending and voting in person.
2 Signing and mailing the form does not prevent you from changing your mind and completing a second form to replace the original, (if your first proxy cannot attend).
3 The form must be mailed in time for it to be received by the company or the share registrar 48 hours before the time set for the start of the AGM.
Nominee shareholdings
If you hold shares through a nominee company then the annual report and proxy form will be mailed to the nominee company. If you find it difficult to obtain an annual report from your nominee then you should contact the Corporate Secretary or other financial executive of the listed company and ask that your name to be placed on the annual report list. This step will however not enable you to receive a proxy form. It will also be unlikely that you will receive the agenda for the AGM with the annual report. The practice is for many companies to mail agendas to shareholders separately. If you wish to attend the AGM of your investment in person then you will have to call the nominee company and ask them to complete a proxy on your behalf to attend the meeting. If there is a topic about which you have a concern and you are unable to attend in person you should ask the nominee company how they intend to vote your shares. It is perfectly reasonable for you to instruct the nominee company as to how you wish to vote on any matter.
Overseas holdings
Australian proxy forms give the shareholder three options. For, against and abstain. If you place a cross against abstain you are indicating to your proxy that s/he may not vote that item on a show of hands or on a poll and your vote will not be counted on calculating the required majority on a poll. The Australian regulations generally allow you to appoint a second proxy to attend and vote on a poll. It will be necessary for you to contact the company’s share registry if you wish to take advantage of this facility. Members should be aware that for many Australian listed companies the Australian Shareholders’ Association (ASA) has a representative who will be present at the AGM and is prepared to accept proxies from investors. The name of the representative who is attending the meeting may be obtained from the ASA website which is at www.asa.asn.au/VoteShares.asp. You may complete your proxy form by inserting the Australian Shareholders’Association on the proxy form.
If you are a proxy holder for another shareholder it is always advisable to approach the proxy desk when you arrive for the meeting and advise the attendant the name of the holder whom you represent so that this name may be ticked off on the list of shareholders and any papers needed may be handed to you.
Finally, if you are unable to attend the meeting, the Association is able to accept your proxy. If you have a firm view on a particular item then place a X in the box, otherwise NZSA will weigh the arguments and vote accordingly. Please complete your proxy in favour of New Zealand Shareholders’ Association Inc and mail the form to the Share Registry of the listed company. If you are able to advise us by email that you have done this so much the better as it gives early warning for us to arrange a representative to attend.
