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Question 1: Are there any legal constraints under Company title on long-standing members of a Board of Directors routinely and consistently 'harvesting' proxies?
For example, should an influential and persuasive board member of several decades standing who has served as Chair for a lengthy period be allowed to harvest proxies behind the scenes?
By this I mean encouraging (from a position of power and authority) a game changing number of shareholders, many of whom live externally (and rarely if ever attend meetings) to hand over their proxies for AGMs and EGMs.
Question 2: If an individual has amassed a large number of proxies, are they obliged as proxy-holder to explain in detail to the shareholders they represent what matters are coming up for discussion/voting and how the proxy-holder intends to vote?
Question 3: Is there any requirement under Company title for the Chair (or another proxy harvesting Board member) to publicly state how many proxies they happen to be holding going into an AGM or EGM? This is especially important where the voting is tight and external shareholders have little or no understanding of the ramifications of decisions arrived at other than that they hope it increases their property value.
Question 4: If a Board is talking about updating its outdated and overly general Memorandum and Articles, is there an opportunity during this process to introduce agreed 'rules' that spell out constraints on proxy harvesting that so often further the interests of the proxy-holder but not necessarily those of long standing resident shareholders.
My understanding is that no such constraints apply under Strata title, so I am guessing that all of the above questions fall under the realms of wishful thinking. Sigh.
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