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X and Y are entitled to vote at a UK company's general meeting. Proxies are allowed and instructions are to be notified to the company office in advance of the meeting. Votes at the meeting are to be be counted by poll. The company's articles simply state "polls shall be taken as the chair of the meeting directs". X duly appoints Y to be their proxy.

  • Who is entitled to know this?
  • Who is entitled to know how Y votes?

Presumably, at a minimum, whoever tallies the votes must know that Y may have cast multiple votes, and the company will have received notice of the proxy appointment. However, it is not obvious that the membership in general has a right to this information, although I can see how knowing it might help detect/prevent fraud if the scrutineer were not truly independent.

With limitations, anyone may inspect or make copies of the register of members. However, I could imagine that GDPR, etc, might treat how someone has voted on a company resolution as sensitive personal information.

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  • We need more information. How are votes normally handled, are they secret ballot or open? Are proxies allowed, and is there a particular form? These are material questions and I think you need to come back when you can share more info. VTC.
    – Harper - Reinstate Monica
    Oct 23, 2019 at 17:20
  • @Harper Thanks. I'm going by the Companies Act, which doesn't provide details on how polls are to be conducted. What keywords should I be searching on? What is "VTC"?
    – jhnc
    Oct 23, 2019 at 17:25
  • It sounds like you have gone to statute and then stopped. It's very common for law to be vague. The intent is to allow the creators of a company to define such details in the establishing documents e.g. the "Articles of Incorporation", Bylaws, parliamentary procedure selected, etc. Proxies in particular, and secretness of voting, are top examples of things statute defers to such documents. Hence your homework is not done, and VTC means the answer is too sparse of this essential information to even guess at an answer. Hopefully you can rectify that.
    – Harper - Reinstate Monica
    Oct 23, 2019 at 17:42
  • The particular company's articles simply state "Polls shall be taken as the chair of the meeting directs". Does that mean the answer to my question is whatever the chair decides?
    – jhnc
    Oct 23, 2019 at 17:48
  • "I could imagine that GDPR, etc, might treat how someone has voted on a company resolution as sensitive personal information." I very much doubt that GDPR would be held to mandate secret corporate ballots given that the pre-GDPR status quo was that corporate shareholder ballots are not secret. That should overcome the "sensitive personal information" requirement. Some non-profits might be different per their internal bylaws.
    – ohwilleke
    Oct 24, 2019 at 20:44

2 Answers 2

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Non-secret voting is the norm

Secret ballots are usually limited to governmental elections because they are logistically harder than open ballots requiring a trusted third party. Secret ballots are also a much newer invention than companies, having their origin in the 19th and 18th centuries respectively.

There is no law that prevents a company from holding secret ballots but there is also no law that requires it.

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If "instructions are to be notified to the company office in advance", then the company has to know who Y's proxy is, and how they are instructed to vote (which may, of course, be as they see fit). This would normally be made public, to cover the instances where somebody falsely claims to be a proxy, or when a proxy is appointed to vote against a motion when he personally will be voting for it. I don't, though, see any problem if the chair wishes to keep it secret, so long as the scrutineers are satified that all proxy votes have been properly cast.

If the only applicable wording is "polls shall be taken as the chair of the meeting directs", then the chair can direct either an open ballot or a secret one. The way a shareholder voted is not normally secret; indeed it is quite common for a request to be made from the floor for an open ballot, to ensure transparency.

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  • Ah, I guess then that it also relevant that the company in question is limited by guarantee and has members but not shareholders?
    – jhnc
    Oct 24, 2019 at 23:26
  • Only inasmuch as every member's vote has the same weight, which simplifies elections enormously. If you added that to the question, I would edit to replace 'shareholder' with 'member', that's all.
    – Tim Lymington
    Oct 25, 2019 at 8:51

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