The Energy Supply Company Administration Rules 2013

PART 12 U.K. Proxies and energy supply company representation

Definition of proxy U.K.

133.—(1) For the purposes of these Rules, a proxy is an authority given by a person (“ the principal”) to another person (“the proxy-holder”) to attend a meeting and speak and vote as the person's representative.

(2) Proxies are for use at creditors' meetings or energy supply company meetings summoned or called under Schedule B1 to the 1986 Act or these Rules.

(3) Only one proxy may be given by a person for any one meeting at which the person desires to be represented; and it may only be given to one person, being an individual aged 18 years or over. But the principal may specify one or more other such individuals to be proxy-holder in the alternative, in the order in which they are named in the proxy.

(4) Without prejudice to the generality of paragraph (3), a proxy for a particular meeting may be given to whoever is to be the chair of the meeting; and the chair cannot decline to be the proxy-holder in relation to that proxy.

(5) A proxy requires the holder to give the principal's vote on matters arising for determination at the meeting, or to abstain, or to propose, in the principal's name, a resolution to be voted on by the meeting, either as directed or in accordance with the holder's own discretion.

Issue and use of forms U.K.

134.—(1) When notice is given of a meeting to be held in energy supply company administration proceedings, and forms of proxy are sent out with the notice, no form so sent out shall have inserted in it the name or description of any person.

(2) No form of proxy shall be used at any meeting except that which is sent with the notice summoning the meeting, or a substantially similar form.

(3) A form of proxy must be authenticated by the principal, or by some person authorised by the principal (generally or with reference to a particular meeting). If the form is authenticated by a person other than the principal, the nature of the person's authority must be stated.

Use of proxies at meetings U.K.

135.—(1) A proxy given for a particular meeting may be used at any adjournment of that meeting.

(2) Where the energy administrator holds proxies to be used by the energy administrator as chair of the meeting, and some other person acts as chair, that other person may use the energy administrator's proxies as if that person were the proxy-holder.

(3) Where a proxy directs a proxy-holder to vote for or against a resolution for the appointment of a person other than the energy administrator as proposed liquidator of the energy supply company, the proxy-holder may, unless the proxy states otherwise, vote for or against (as the proxy-holder thinks fit) any resolution for the appointment of that person jointly with another or others.

(4) A proxy-holder may propose any resolution which, if proposed by another, would be a resolution in favour of which by virtue of the proxy the proxy-holder would be entitled to vote.

(5) Where a proxy gives specific directions as to voting, this does not, unless the proxy states otherwise, preclude the proxy-holder from voting at the proxy-holder's discretion on resolutions put to the meeting which are not dealt with in the proxy.

Retention of proxies U.K.

136.—(1) Subject as follows, proxies used for voting at any meeting must be retained by the chair of the meeting.

(2) The chair must deliver the proxies, as soon as reasonably practicable after the meeting, to the energy administrator (where the chair is not the energy administrator).

Right of inspection U.K.

137.—(1) The energy administrator must, so long as proxies lodged with the energy administrator are in the energy administrator's hands, allow them to be inspected, at all reasonable times on any business day by—

(a) the creditors, in the case of proxies used at a meeting of creditors, and

(b) an energy supply company's members, in the case of proxies used at a meeting of the energy supply company.

(2) The reference in paragraph (1) to creditors is a reference to those persons who have submitted in writing a claim to be creditors of the energy supply company but does not include a person whose proof or claim has been wholly rejected for the purposes of voting, dividend or otherwise.

(3) The right of inspection given by this Rule is also exercisable by the directors of the energy supply company.

(4) Any person attending a meeting in energy supply company administration proceedings is entitled, immediately before or in the course of the meeting, to inspect proxies and associated documents (including proofs) sent or given, in accordance with directions contained in any notice convening the meeting, to the chair of that meeting or to any other person by a creditor or member for the purpose of that meeting.

(5) This Rule is subject to Rule 194.

Proxy holder with financial interest U.K.

138.—(1) A proxy-holder must not vote in favour of any resolution which would directly or indirectly place the proxy-holder or any associate of the proxy-holder, in a position to receive any remuneration out of the assets of the energy supply company, unless the proxy specifically directs the proxy-holder to vote in that way.

(2) Where a proxy-holder has authenticated the proxy as being authorised to do so by the principal and the proxy specifically directs the proxy-holder to vote in the way mentioned in paragraph (1), the proxy-holder must nevertheless not vote in that way unless the proxy-holder produces to the chair of the meeting written authorisation from the principal sufficient to show that the proxy-holder was entitled so to authenticate the proxy.

(3) This Rule applies also to any person acting as chair of a meeting and using proxies in that capacity under Rule 135; and in its application to the chair, the proxy-holder is deemed to be an associate of the chair.

(4) In this Rule “associate” shall have the same meaning as in section 435 of the 1986 Act.

Energy supply company representation U.K.

139.—(1) Where a person is authorised to represent a corporation at a meeting of creditors or of the energy supply company the person must produce to the chair of the meeting a copy of the resolution from which the person derives the person's authority.

(2) The copy resolution must be under the seal of the corporation, or certified by the secretary or a director of the corporation to be a true copy.

(3) Nothing in this Rule requires the authority of a person to authenticate a proxy on behalf of a principal which is a corporation to be in the form of a resolution of that corporation.