A director acting as proxy for members at a general meeting is not necessarily exercising director's powers or discharging director's duties; the mere causal connection between the director's position and the proxy appointment is insufficient to engage s 232(2). Where a remedy is claimed on the basis that a director's conduct was an exercise of director's powers, the basis must be precisely pleaded unless the matter is obvious. Filling out and lodging a proxy poll paper, even without signing, constitutes voting for the purposes of s 250A(4)(c). The question whether a director has a duty to the company not to subvert AGM voting procedures, or a duty arising from the company holding out the director as available to act as proxy, was left open.
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