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Special Committee Companies Bill, 1962 debate -
Wednesday, 6 Mar 1963

SECTION 137.

Question proposed : " That Section 137 stand part of the Bill."

Subsection (2) is new. It is in harmony with the principle underlying Section 136 that a proxy should be able to do as much as the person he represents.

Was that not really the position heretofore in effect?

It probably was.

Is there anything in Britain that if the proxy gets up to speak he is bound to declare he is not a shareholder and is speaking only as a proxy for a shareholder?

There is nothing in the statute law, that we are aware of.

There is a practice at British company meetings. If, for example, you are a solicitor acting as proxy for a shareholder, you are supposed to get up and declare : " I am not a shareholder. I am speaking for a client who is a shareholder." In other words : " I am a hired hand." That is done.

I have heard of it all right. I suppose a company might require it to check up on those present at a meeting.

On the only occasion I had to go as a proxy at a meeting in England, I was told by a friend before going in that if I wanted to speak, I should so declare. I do not know whether it is under the law, under convention or what.

It is not in the Companies Act. Of course, the law of meetings is pretty complicated.

May I point out that this section does not specifically start off with a reference that any provisions to the contrary in the company's articles shall be void. There is a drafting point in relation to Section 136 as well on the same lines.

There might be. We will look into that.

Section 133 starts off the same way.

There is no direction here as to the time for taking a poll. There was a considerable amount of case law on that. The law will remain the same.

The cases will hold good still ?

Question put and agreed to.
SECTION 138.
Question proposed : " That Section 138 stand part of the Bill."

This is new also. It is carrying out the recommendation of the Committee at paragraph 134.

It covers the case of the trustee company ?

Question put and agreed to.
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