Proxy holder with financial interestU.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.