In the realm of corporate governance in Singapore, the ability to demand a poll at a company meeting is a crucial mechanism that ensures fair representation and accurate reflection of shareholder sentiment. This process, governed by the Companies Act 1967, allows for a more precise method of voting than a simple show of hands. Let’s delve into the specifics of how a poll can be validly demanded.

Who Can Demand a Poll?

The Companies Act 1967 outlines several categories of individuals and groups who have the right to call for a poll:

  • By the Chairman: The chairman of the meeting holds the authority to demand a poll. This is explicitly stated in Section 9(1)(a), 17(1)(a), and 71 of the Companies Act.
  • By a Specified Number of Members: A poll can be demanded by at least 3 members present in person or by proxy, as per Section 9(1)(b), 17(1)(b), and 71 of the Companies Act. It’s important to note that while a company’s articles of association may specify a number of members required to demand a poll, this number cannot exceed 5 for a special resolution. This limitation is reinforced by Section 28(a), 36(4)(a), and 139 of the Companies Act, which clarifies in Section 27(4)(a) that more than 5 members are not necessary to demand a poll for a special resolution.
  • By Members Representing a Certain Percentage of Voting Rights: Any member or members present in person or by proxy, representing not less than 5% of the total voting rights of all members eligible to vote at the meeting, can demand a poll. This provision is detailed in Section 9(1)(c), 20(b)(ii), 21(a), 117, 128, 168 of the Companies Act. The 5% threshold acknowledges the significance of a 5% holder as a substantial shareholder. For companies incorporated before 3 January 2016, if their constitution had a void provision regarding poll demands based on voting rights, a demand could be made by a member or members representing not less than 5% of the total voting rights (Section 21(a) Companies Act). Alternatively, for these older companies, a demand was also valid if made by a member or members holding shares conferring a right to vote, with an aggregate sum paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right (Section 21(b), 22 Companies Act). It’s worth noting that prior to amendments, the threshold was often 10% of the total voting rights. Companies’ articles may still reflect this older figure.
  • By Members Holding a Certain Percentage of Paid-Up Capital: In the absence of a specific provision in the company’s constitution, a member or members holding shares conferring a right to vote, with an aggregate sum paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right, are entitled to demand a poll (Section 28(b)(ii), 36(4)(b)(ii), 70(b)(iii), 72, 138(3), 139(2)(a) Companies Act).
  • By Proxy: The instrument appointing a proxy is considered to confer the authority to demand or join in demanding a poll (Section 6(3), 13(3), 22(2), 62(2), 71(2), 123, 125, 140, 158 Companies Act). Furthermore, a poll demand by a person acting as a proxy for a member is treated as a demand by the member themselves (Section 15(c), 22(2), 62(2), 71(2), 140, 167, 158 Companies Act).

Important Considerations

  • Statutory Right: The right to demand a poll is a statutory right and cannot be excluded by the company’s constitution. The exception to this rule is for a poll on the election of the chairperson of the meeting or the adjournment of the meeting (Section 19, 20(a), 61(a), 69(1)(a), 138, 139, 156 Companies Act).
  • Timing of Demand: A poll must be demanded before or immediately after the declaration of the result of the show of hands (Section 2(1), 8(1), 55(1), 64, 137 Companies Act). If the poll demand concerns the election of a chairman or a question of adjournment, it must be taken immediately (Section 3(2), 10(2), 18(2), 80 Companies Act). In other situations, the poll must be conducted in the manner and at the time (either immediately, after an interval or adjournment, or otherwise) as the chairman directs (Section 3(1), 10(1), 18(1) Companies Act).
  • Class Meetings: In a separate general meeting of the holders of a class of shares, any holder of shares of that class, present in person or by proxy, is entitled to demand a poll (Section 1(2) Companies Act).
  • Consequences of Demand: Once a poll is validly demanded and not taken, any resolution declared carried on a prior show of hands becomes invalid. However, the demand for a poll can be withdrawn (Section 3(3), 10(3), 18(3), 73, 75 Companies Act).

Navigating the intricacies of company meetings and voting procedures can be complex. If you require assistance or tailored advice for your business, the experienced team at Raffles Corporate Services Pte Ltd is here to help.

For further assistance or inquiries, you can contact the Raffles Corporate Services team via email at hello@rafflescorporateservices.com.

Yours sincerely,

The editorial team at Raffles Corporate Services