Corporations Act 2001

An appointment of a proxy may specify the way the proxy is to vote on a particular resolution. If it does:

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

if the proxy has 2 or more appointments that specify different ways to vote on the resolution—the proxy must not vote on a show of hands; and

if the proxy is the chair of the meeting at which the resolution is voted on—the proxy must vote on a poll, and must vote that way; and

if the proxy is not the chair—the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way.

A company’s constitution may provide that a proxy is not entitled to vote on a show of hands (see subsection 249Y(2)).

If the chair contravenes subsection (1), the chair commits an offence if the appointment as a proxy resulted from:

the company sending to members:

a list of persons willing to act as proxies; or

a proxy appointment form holding the chair out as being willing to act as a proxy; or

the operation of section 250BC.

If a person other than the chair contravenes paragraph (1)(a) or (d), the person commits an offence if the person:

agreed to the appointment; or

held himself or herself out, or caused another person to hold him or her out, as being willing to act as a proxy in relation to the appointment.

If a person other than the chair contravenes paragraph (1)(b), the person commits an offence if, in relation to at least 2 of the different ways of voting specified by the appointments, the person:

agreed to at least one of the appointments specifying that way of voting; or

held himself or herself out, or caused another person to hold him or her out, as being willing to act as a proxy in relation to at least one of the appointments specifying that way of voting.

An offence against subsection (2), (3) or (4) is an offence of strict liability.

For strict liability, see section 6.1 of the Criminal Code.