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Status: You are viewing the version of the handbook as on 2005-06-30.

CIS 11.2 Meetings of shareholders

General meetings

CIS 11.2.1R
  1. (1)

    The directors may convene a general meeting of shareholders at any time.

  2. (2)

    On receipt of a requisition that complies with (3), the directors must immediately proceed to convene a general meeting of the ICVC for a date no later than eight weeks after receipt of the requisition.

  3. (3)

    A requisition must:

    1. (a)

      state the objects of the meeting;

    2. (b)

      be dated;

    3. (c)

      be signed by shareholders who, at that date, are registered as the shareholders of shares representing not less than one-tenth in value of all of the shares in the ICVC then in issue; and

    4. (d)

      be deposited at the head office of the ICVC.

  4. (4)

    A requisition may consist of several documents deposited with the ICVC at the same time, which must each be in similar form and signed by one or more shareholders.

Special meaning of shareholder

CIS 11.2.2R
  1. (1)

    Unless any share in the ICVC is a participating security, in CIS 11.2.3 R to CIS 11.2.8 R (excluding CIS 11.2.4 R (3)(a)) "shareholders" means:

    1. (a)

      in the case of a registered share, shareholders on the date seven days before the notices of the relevant meeting are sent out, but excluding any persons who are known to the ACD not to be shareholders at the time of the meeting; or

    2. (b)

      in the case of bearer shares, shareholders of bearer shares which were in issue on the date seven days before the notices of the relevant meeting are sent out.

  2. (2)

    If any share in the ICVC is a participating security:

    1. (a)

      a registered shareholder is entitled to receive a notice of meeting under CIS 11.2.3 R, or a notice of adjourned meeting, if entered on the register at the close of business on a day to be determined by the ACD, which must not be more than 21 days before the notices of the meeting are sent out; and

    2. (b)

      in CIS 11.2.4 R (1) and CIS 11.2.5 R to CIS 11.2.8 R "shareholders" means:

      1. (i)

        the persons entered on the register at a time to be determined by the ACD and stated in the notice of the meeting, which must not be more than 48 hours before the time fixed for the meeting; or

      2. (ii)

        in the case of bearer shares, shareholders of bearer shares which were in issue at the time applicable under (i).

Notice of meetings

CIS 11.2.3R
  1. (1)

    Shareholders must be given at least 14 days written notice of a general meeting, inclusive of the date on which the notice is first served and the day of the meeting.

  2. (2)

    Paragraph (1) does not apply to notice of an adjourned meeting.

  3. (3)

    The accidental omission to give notice to, or the non-receipt of notice by, any of the shareholders does not invalidate the proceedings at any meeting.

Quorum

CIS 11.2.4R
  1. (1)

    The quorum at a meeting of shareholders is two shareholders, present in person or by proxy or, in the case of a body corporate, by a duly authorised representative.

  2. (2)

    Business must not be transacted at any meeting unless the requisite quorum is present at the commencement of business.

  3. (3)

    If within half an hour from the time appointed for the meeting, a quorum is not present, the meeting:

    1. (a)

      if convened on the requisition of shareholders, must be dissolved; and

    2. (b)

      in any other case, must stand adjourned to:

      1. (i)

        a day and time which is seven or more days after the day and time of the meeting; and

      2. (ii)

        a place to be appointed by the chairman (if a chairman has been appointed in accordance with the instrument of incorporation) or otherwise by the directors.

  4. (4)

    If, at an adjourned meeting under (3)(b), a quorum is not present within 15 minutes from the time appointed for the meeting, one person entitled to be counted in a quorum present at the meeting is a quorum.

  5. (5)

    Notice of any adjourned meeting of shareholders must be given to shareholders. That notice must state that one or more shareholders present at the adjourned meeting (whatever their number and whatever the number of shares held by that shareholder or shareholders) will form a quorum.

Resolutions

CIS 11.2.5R
  1. (1)

    Except where an extraordinary resolution is specifically required or permitted by the rules in this sourcebook, any resolution of shareholders required under the rules in this sourcebook or under the OEIC regulations is passed by a simple majority of the votes validly cast for and against the resolution at a general meeting of shareholders. This rule (CIS 11.2.5 R) is subject to CIS 11.2.10 R (2) (Variation of class rights).

  2. (2)

    In the case of an equality of votes cast (whether on a show of hands or on a poll) in respect of a resolution put to a general meeting, any chairman appointed in accordance with the instrument of incorporation is entitled to a casting vote in addition to any other vote the chairman may have.

Voting rights

CIS 11.2.6R
  1. (1)

    On a show of hands every shareholder who:

    1. (a)

      (if an individual), is present in person; or

    2. (b)

      (if a body corporate), is present by its representative duly authorised in that regard;

    has one vote.

  2. (2)

    On a poll:

    1. (a)

      votes may be given either personally or by proxy or in any other manner permitted by the instrument of incorporation;

    2. (b)

      the voting rights attached to each share must be the proportion of the voting rights attached to all of the shares in issue that the price of the share bears to the aggregate price or prices of all of the shares in issue:

      1. (i)

        if any share in the ICVC is a participating security, at the time determined under CIS 11.2.2 R (2)(Special meaning of shareholder);

      2. (ii)

        otherwise at the date specified in CIS 11.2.2 R (1); and

    3. (c)

      a shareholder entitled to more than one vote need not, if he votes, use all his votes or cast all his votes in the same way.

  3. (3)

    For joint shareholders of a share, the vote of the senior who votes, whether in person or by proxy, must be accepted to the exclusion of the votes of the other joint shareholders. For this purpose, seniority must be determined by the order in which the names stand in the register of shareholders.

  4. (4)
    1. (a)

      No director of the ICVC is entitled to be counted in the quorum of, and no director nor any associate of the director is entitled to vote at, any meeting of the ICVC.

    2. (b)

      The prohibition in (a) does not apply to any shares which the director or its associate holds on behalf of, or jointly with, a person who, if himself the registered shareholder, would be entitled to vote and from whom the director or its associate (as the case may be) has received voting instructions.

    3. (c)

      Therefore, for the purpose of CIS 11.2.4 R (Quorum) and CIS 11.2.7 R (Right to demand a poll), shares held, or treated as held, by any director, must not, except as mentioned in (b), be regarded as being in issue.

Right to demand a poll

CIS 11.2.7R

A resolution put to the vote of a general meeting must be determined on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

  1. (1)

    by the chairman; or

  2. (2)

    by at least two shareholders (present in person or by proxy or, in the case of a body corporate, by a duly authorised representative); or

  3. (3)

    by the depositary; or

  4. (4)

    without affecting (1), (2) or (3), in accordance with any relevant provisions contained in the instrument of incorporation.

Proxies

CIS 11.2.8R
  1. (1)

    A shareholder entitled to attend and vote at a meeting of the ICVC is entitled to appoint another person to attend and vote in his place (whether a shareholder or not).

  2. (2)

    Except in so far as the instrument of incorporation otherwise provides, a shareholder is entitled to appoint more than one proxy to attend on the same occasion but a proxy is entitled to vote only on a poll.

  3. (3)

    Every notice calling a meeting of the ICVC must contain a reasonably prominent statement that a shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the shareholder.

  4. (4)

    An instrument appointing a proxy, or any other document necessary to show the validity of, or otherwise relating to, the appointment of a proxy, must not be required to be received by the ICVC or any other person more than 48 hours before the meeting or adjourned meeting for the appointment to be effective.

Class meetings

CIS 11.2.9R

This chapter applies, unless the context otherwise requires, to class meetings as it applies to general meetings of shareholders, but by reference to the shares of the class concerned and the shareholders and prices of such shares.

Variation of class rights

CIS 11.2.10R
  1. (1)

    The rights attached to a class of shares must not be varied except with the sanction of a resolution passed at a class meeting of the shareholders of the class.

  2. (2)

    The instrument of incorporation may require such a resolution to be passed by more than a simple majority of the votes validly cast for and against it.