Companies Act 2014 section 189

Right to demand a poll

Section 189 sets out who may demand a formal poll vote at a company meeting, how that demand is made, and how the poll is conducted.

  • A poll may be demanded at any point during a meeting, even before or after the result of a show of hands is declared, by the chairperson, by at least three members present in person or by proxy, or by members representing at least 10% of total voting rights or 10% of total paid-up share capital carrying voting rights.
  • A demand for a poll may be withdrawn by those who made it, and if the poll proceeds it is conducted in the manner the chairperson directs, with its result treated as the meeting's resolution on that matter.
  • A poll on the election of a chairperson or on adjournment must be taken immediately, whereas a poll on any other question is taken when the chairperson decides, and other business may continue in the meantime.
  • A proxy appointment automatically includes the authority to demand or join in demanding a poll, and a demand made by a proxy counts the same as a demand made by the member who appointed that proxy.

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