COMPANIES ACT - 1963 (ACT 179)

    Section - 163 - Proxies

    (1) Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person, whether a member of the company or not, as his proxy to attend and vote instead of him and such proxy shall have the same rights as the member to speak at the meeting:

    Provided that unless the company's Regulations shall otherwise provide, this subsection shall not apply in the case of a company limited by guarantee.

    (2) The instrument appointing the proxy shall be in writing under the hand of the appointor or his agent duly authorised in writing or, if the appointor is a body corporate, either under seal or under the hand of an officer or agent duly authorised.

    Second Sch.

    (3) An instrument appointing a proxy shall be in the form prescribed by Table A in the Second Schedule hereto or in such form as the company's Regulations may provide; but, notwithstanding any provision in the company's Regulations, an instrument in the form prescribed by Table A shall be sufficient.

    (4) Unless the company's Regulations shall otherwise provide, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company or at such other place within Ghana as specified in the notice convening the meeting not less than forty-eight hours before the time for holding the meeting or adjourned meeting or, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid:

    Provided that any provision contained in a company's Regulations shall be void in so far as it would have the effect of requiring the documents herein referred to, to be deposited more than forty-eight hours before the time for holding the meeting or adjourned meeting or, in the case of a poll, more than twenty-four hours before the time appointed for taking the poll.

    (5) Where instruments of proxy have been deposited in accordance with the immediately preceding subsection, any person entitled, in his own right or as proxy for another member or members or partly in one way and partly in another, to more than ten per centum of the total voting rights of all members entitled to vote at the meeting shall be entitled, at any time during business hours prior to the conclusion of the meeting or the taking of the poll, but subject to such reasonable restrictions as the company may impose, to inspect such deposited instruments of proxy and the original or copy powers of attorney or other authority under which they are signed.

    (6) The appointment of a proxy shall be terminated by the death or insanity of the appointor or by his revocation of the proxy or the authority under which it was executed; and the personal attendance of a member at the meeting or the later appointment of another proxy in respect of the same share shall be deemed to be revocation:

    Provided that a vote given in accordance with the terms of an instrument of proxy may be treated by the company as valid notwithstanding the termination or revocation of the appointment so long as no intimation in writing of the termination or revocation or of the events causing the same shall have been received by the company, at its registered office or other place appointed for the deposit of instruments of proxy, before the commencement of the meeting or adjourned meeting or more than twenty-four hours before a poll.

    (7) If, for the purpose of any meeting of a company, invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company's expense, then,

    (a) such invitations shall be sent to all members entitled to attend and vote at the meeting;

    (b) such invitations shall be accompanied by forms for the appointment of a proxy which shall entitle the members to direct the proxy to vote either for or against each resolution;

    (c) where instruments of proxy are duly completed and returned in accordance with the instructions in the invitation and are not revoked then,

    (i) it shall be the duty of the chairman of the meeting to demand a poll after any vote by show of hands unless the result on the show of hands is in accord with the directions, if any, given in all such instruments of proxy; and

    (ii) on any poll the votes of the members concerned shall be deemed to be cast in accordance with the directions, if any, in such instruments of proxy notwithstanding the absence, abstention, or purported vote to the contrary of the proxy.

    (8) Where a member, not having been invited so to do, requests the company to issue him with a form of appointment of proxy or a list of persons willing to act as proxy, the company may issue such form or list to him without doing so to all the other members entitled to attend and vote; but such form or list shall be available on request in writing to every such member and any forms of appointment so issued shall comply with paragraph (b) of subsection (7) of this section and shall be deemed to be an instrument of proxy to which paragraph (c) thereof applies.

    (9) Every officer of the company who knowingly authorises or permits any breach or non-observance of subsection (5), (6), (7) or (8) of this section shall be liable to a fine not exceeding one hundred pounds and in the event of a refusal to permit inspection in accordance with subsection (5) of this section the Court may by order compel an immediate inspection.