bobs last post, page-53

Jervois is undoubtedly what the Co will be pointing to re the June 22 meeting – will go down to the construction of the proxy form and associated materials, but in the circumstances of the wider controversy surrounding the meeting I’m not so sure the glitch will be overlooked in this instance. In any event, point still stands – these slip-ups are irritating and costly for the Co.
 
Re the July 19 meeting, the law is pretty clear that if you have a resolution relating to management remuneration, you need express authorisation in the proxy appointment that the chair can exercise undirected proxies notwithstanding the connection of the resolution to remuneration. There is no wording to that effect in the proxy appointment itself, although the wording does appear in the NoM. I would therefore say high risk that proxy appointment is inadequate as drafted. The law is clear on the consequences of not having the express authorisation in the proxy appointment – any undirected proxy votes exercised by the Chair are taken not to have been cast.