PART 3Process of Special Administration
CHAPTER 10Proxies and corporate representation
Definition of proxyI189
1
For the purposes of these Rules, a “proxy” is a document made by a creditor, customer, member or contributory (the “principal”) which directs or authorises another person (“the proxy-holder”) to act as the representative of the principal at one or more meetings by speaking, voting on, abstaining from, or proposing resolutions.
2
A proxy-holder must be an individual aged 18 or over.
3
Proxies are for use at meetings summoned or called under the Regulations or these Rules.
4
Only one proxy-holder may be appointed by a principal for any one meeting at which the principal wants to be represented, but the principal may specify one or more proxy-holders in the alternative, in the order in which they are named in the proxy.
5
Without prejudice to paragraph (4), a proxy for a particular meeting may be given to whoever is to be the chair of the meeting.
6
Where a proxy appoints the chair (howsoever described in the proxy) as proxy-holder, the chair may not refuse to be the proxy-holder.
7
A proxy may be either—
a
a specific proxy which relates to a specific meeting, or
b
a continuing proxy for the duration of the special administration.
8
A proxy is to be treated as a specific proxy for the meeting which is identified in the proxy unless it states that it is a continuing proxy for the duration of the special administration.
9
A specific proxy must—
a
direct the proxy-holder how to act at the meeting by giving specific instructions,
b
authorise the proxy-holder to act at the meeting without specific instructions, or
c
contain both direction and authorisation.
10
A continuing proxy must authorise the proxy-holder to attend, speak, vote on or abstain from voting on, or propose resolutions without giving the proxy-holder any specific instructions how to do so.
11
A continuing proxy may be superseded by a proxy for a specific meeting or withdrawn by a written notice to the administrator.