Question

Explain the following term/concept: Proxy

Answer 1

A proxy is a person appointed by a shareholder or a member of a public limited company to attend and vote on his behalf at the meeting. Every member of the company who is entitled to attend and vote at the meeting can appoint a proxy. A proxy is appointed by a member who finds it difficult to attend the meeting but wishes to vote at the meeting. A vote given by a proxy is a valid vote. But a proxy can vote only when a poll is taken.

It is not necessary that a proxy must be a member of the company. He can be an outsider also. He is not allowed to take part in a discussion at the meeting. Under Section 145 of the Companies Act 2013, a proxy cannot speak, discuss any matter or issue in the meeting. He is appointed only for the purpose of voting on behalf of the member.