Background

Proxy voting is the process of giving the ability to those that cannot make the AGM meeting (in person or virtually) to provide voting instructions to another person (the proxy) who can attend on their behalf. For a hybrid AGM any voting instructions submitted before the meeting need to be accounted for at the meeting when the proxy votes.

Prior to the AGM

Members should be given clear instructions in the notice of AGM on the process of proxy voting and the format of the AGM, i.e., the options they have to engage and interact at all stages.

Once the proxy voting period has opened, submissions by members will be undertaken in accordance with your organisation’s articles. These may cover postal and/or online processes, details of who the proxy will be i.e., Chair, another member or anyone else, along with their contact details. Your articles may specify certain criteria relating to the proxy, so these are worth checking.

Proxy voting options may include ‘For’ and ‘Against’ and in many cases ‘Abstain’. These are all defined as mandated votes, i.e., the assigned proxy must cast mandated votes in the manner in which they are instructed and cannot change them. Some organisations allow the proxy to vote as they see fit and therefore allow an option of ‘Discretionary’ to appear on the ballot. If the member selects discretionary then the proxy can attend the meeting, listen to the topic and then choose how to vote.

Proxy voting will close typically 48 hours before the AGM so that the administration team can collate the submissions and send the proxies the details needed to join the meeting and vote for the member who has assigned them. In a hybrid scenario this may mean sending emails to those who will attend virtually (email addresses will need to be provided as part of the proxy voting submission) and/or creating a marked register for the administration team present on the registration desk for the physical meeting.

 

During the AGM

Proxies attending the AGM albeit virtually or in person will need to cast the votes of the members instructing them, therefore the proxy will need to be given the details regarding mandated or discretionary votes. The proxy may have multiple votes to cast for a number of members and also might be a member themselves. In the context of a Hybrid AGM, for those members attending virtually it is recommended the system allows for both types of voting instructions (mandated and discretionary) and can also accommodate for multiple votes being cast (i.e. the voter and any proxy votes for each resolution). For those attending in person physically at the meeting, they can also use the same system on their mobile device to see the voting options. This would mean that the results of each resolution/motion could be collated (with the software undertaking an automatic deduplication check) and shown near instantly when the vote is closed, before moving onto to the next topic.

It may not be possible for all members in attendance physically at the meeting to vote via a mobile device, maybe they don’t have one or are not confident with technology, therefore a paper ballot may be handed to them to complete. So, there would be a combination of digital votes cast along with paper ballots cast at the meeting. For the results to be announced a verification/count process would need to be undertaken manually, which may mean announcing the results at the end of the meeting instead of at the close of each voting process.

Due to the complex nature of integrating proxy voting into an AGM an independent scrutineer is normally used to manage the entire process, to ensure there is no perceived bias and secure voting systems are used.

 

Summary

The proxy voting process for hybrid AGM’s gives members options on how to cast their votes. They can attend virtually and cast discretionary or mandated votes in a secure and user-friendly manner, enabling greater interaction and engagement.  Complex count processes can be undertaken rapidly if all members cast their votes digitally meaning the flow of the meeting is not interrupted, and results for each resolution/motion can be announced near instantly before moving on to the next topic.

 

UK Engage

UK Engage offer simple and comprehensive solutions to the challenges of running complex meetings with remote and in person attendees, including Secure AGM voting, Proxy voting AV services, Governance reviews and fully integrated interactive meeting systems. Contact us on 0161 209 4808 to discuss your needs.

 

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