Proxy circulars must disclose the Corporation`s voting process, nominees to the Board of Directors and director and executive compensation. The proxy circular must disclose the compensation of officers and directors, including salaries, bonuses, stock bonuses and any deferred compensation. Proxy circulars can also shed light on other benefits used by executives, such as the use of a company`s aircraft, travel and other material costs covered by the company. While proxy voting is often an option, management encourages shareholders to vote in person. If the shareholder is unable to participate, proxy voting is another option. In order for a person to act as an agent for a person, it may be necessary to require official documentation showing the extent to which the officer can speak on behalf of the person. An official proxy document may be required to provide authorizations to perform certain actions. The shareholder signs a proxy and gives the designated person the official proxy to vote at the general meeting on behalf of the nominee shareholder. These regulations have made it easier for shareholder groups to challenge management control, even though in widely used companies the costs are extremely high. If a contest takes place, reasonable costs of appeals may be legally charged to the Company by successful or unsuccessful management groups or by successful dissenting shareholder groups.
However, the cost of an unsuccessful splinter group falls on its backers. Uncertainty as to the outcome of these competitions is heightened by the fact that a proxy is generally revocable until a vote actually takes place at the meeting. If a shareholder grants more than one proxy, as is often the case, only the most recent proxy will count. In remote voting, shareholders may have the right to vote by mail, telephone or Internet. Shareholders use the information contained in proxy circulars to support the decision-making process. A power of attorney may be revoked at any time, unless it is related to an interest or expressly rendered irrevocable. The sale of a shareholder`s shares automatically revokes all proxies previously granted to vote for those shares. A proxy may also be revoked if the shareholder grants a subsequent proxy or attends the meeting in person. A shareholder may act as a proxy for another shareholder, but a proxy need not be a shareholder. If there is a written request, the authorized representative may perform certain actions that require, authorize or authorize prior authorization.
The proxy must discuss everything related to these actions with the shareholder, otherwise he does not have all the necessary information to ensure that the actions taken are lawful. In addition, a proxy circular discloses potential conflicts of interest between the Corporation and its directors, officers and auditors. In particular, proxy circulars must list all related party transactions that have occurred in the past between the corporation and its key employees. The statement shall also include information on the Company`s audit committee and the audit and non-audit fees paid to the external auditor. A proxy circular states that persons who have substantial ownership of the Company`s common shares, including its officers and directors. The Securities and Exchange Commission (SEC) requires companies to file their proxy statements pursuant to Schedule 14A. Companies submit a power of attorney on a DEF 14A form. Proxy is also the abbreviation of a proxy statement, which is a written notice that must be sent by the company to shareholders by proxy prior to the vote, and information such as the subjects to be voted and the names of the directors standing for election to the board, contains votes on the transactions, etc. Power of attorney, a term that refers either to a person authorized to appear elsewhere or to the legal instrument by which the power of attorney is conferred. It is a contracted form of the Middle English word “procuracie”. Proxies are now primarily used for specific reconciliation purposes.
A power of attorney can legally be general or special. A general power of attorney empowers the person to whom it is entrusted to exercise general discretion throughout the matter, while a special power of attorney limits the power to a particular proposal or decision.