ACADEMIC HONESTY DECLARATION
Declaration:
1. I understand what academic dishonesty entails and am aware of Unisa’s policies
in this regard.
2. I declare that this assignment is my own, original work. Where I have used
someone else’s work I have indicated this by using the prescribed style of
referencing. Every contribution to, and quotation in, this assignment from the work
or works of other people has been referenced according to this style.
3. I have not allowed, and will not allow, anyone to copy my work with the intention
of passing it off as his or her own work.
4. I did not make use of another student’s work and submitted it as my own.
NAME:
SIGNATURE:
STUDENT NUMBER:
1
, 1.1
Shareholders are not obliged to personally attend shareholders’ meetings and vote
on resolutions. The Companies Act 1 allows a shareholder to appoint any individual
as a proxy, who is authorised to exercise the shareholder’s voting rights. Any
individual can be appointed as a proxy. A person does not have to be a shareholder
in the company to be a proxy. Except to the extent that the company’s A MOI provide
otherwise, there is no limit to the number of proxies that may be appointed and a
shareholder may appoint two or more persons as proxies. The proxy appointment
must be in writing and dated and signed by the shareholder who appointed the
proxy. A copy of the instrument appointing a proxy must be delivered (under section
6(11)(b)(i) of the Companies Act this includes electronic delivery) to the company
before the proxy exercises any rights of the shareholder at the particular
shareholders’ meeting.
A proxy appointment must be in writing and must be dated and signed by the
shareholder appointing the proxy.2 Except to the extent that the Memorandum of
Incorporation of a company provides otherwise, a copy of the instrument appointing
a proxy must be delivered to the company, or to any other person on behalf of the
company, before the proxy exercises any rights of the shareholder at a shareholders’
meeting.3 It seems that the proxy appointment may be delivered to the company
electronically. The Act does not stipulate a time period within which the proxy
appointment must be delivered to the company. Presumably, proxy appointments
may be handed in at the meeting.
In the case of Barry v Clearwater Estates NPC 4 the Supreme Court of Appeal had to
determine whether a provision in the Memorandum of Incorporation of a company
stating that a proxy would not be treated as valid unless it was deposited at a
designated location not less than 48 hours before the meeting at which the proxy
was to be exercised, was valid. The court held that a provision in a company’s
Memorandum of Incorporation setting a time limit before a shareholders’ meeting for
the delivery of a proxy appointment for it be treated as valid, is inconsistent with the
unalterable provisions of section 58(1)(a) of the Act. A director of the company
1
Companies Act 71 of 2008.
2
Section 58(2) of the Act.
3
Section 58(3) of the Act.
4
Barry v Clearwater Estates NPC 2017 (3) SA 364 (SCA).
2
Declaration:
1. I understand what academic dishonesty entails and am aware of Unisa’s policies
in this regard.
2. I declare that this assignment is my own, original work. Where I have used
someone else’s work I have indicated this by using the prescribed style of
referencing. Every contribution to, and quotation in, this assignment from the work
or works of other people has been referenced according to this style.
3. I have not allowed, and will not allow, anyone to copy my work with the intention
of passing it off as his or her own work.
4. I did not make use of another student’s work and submitted it as my own.
NAME:
SIGNATURE:
STUDENT NUMBER:
1
, 1.1
Shareholders are not obliged to personally attend shareholders’ meetings and vote
on resolutions. The Companies Act 1 allows a shareholder to appoint any individual
as a proxy, who is authorised to exercise the shareholder’s voting rights. Any
individual can be appointed as a proxy. A person does not have to be a shareholder
in the company to be a proxy. Except to the extent that the company’s A MOI provide
otherwise, there is no limit to the number of proxies that may be appointed and a
shareholder may appoint two or more persons as proxies. The proxy appointment
must be in writing and dated and signed by the shareholder who appointed the
proxy. A copy of the instrument appointing a proxy must be delivered (under section
6(11)(b)(i) of the Companies Act this includes electronic delivery) to the company
before the proxy exercises any rights of the shareholder at the particular
shareholders’ meeting.
A proxy appointment must be in writing and must be dated and signed by the
shareholder appointing the proxy.2 Except to the extent that the Memorandum of
Incorporation of a company provides otherwise, a copy of the instrument appointing
a proxy must be delivered to the company, or to any other person on behalf of the
company, before the proxy exercises any rights of the shareholder at a shareholders’
meeting.3 It seems that the proxy appointment may be delivered to the company
electronically. The Act does not stipulate a time period within which the proxy
appointment must be delivered to the company. Presumably, proxy appointments
may be handed in at the meeting.
In the case of Barry v Clearwater Estates NPC 4 the Supreme Court of Appeal had to
determine whether a provision in the Memorandum of Incorporation of a company
stating that a proxy would not be treated as valid unless it was deposited at a
designated location not less than 48 hours before the meeting at which the proxy
was to be exercised, was valid. The court held that a provision in a company’s
Memorandum of Incorporation setting a time limit before a shareholders’ meeting for
the delivery of a proxy appointment for it be treated as valid, is inconsistent with the
unalterable provisions of section 58(1)(a) of the Act. A director of the company
1
Companies Act 71 of 2008.
2
Section 58(2) of the Act.
3
Section 58(3) of the Act.
4
Barry v Clearwater Estates NPC 2017 (3) SA 364 (SCA).
2
