Explanatory notes of principal changes to the Company’s Articles of Association
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The following is an explanation of the principle changes to be made to the Company’s current Articles of Association as a result of adopting the new Articles of Association:
Directors’ refusal to register transfers of shares
The current Articles of Association permit the Directors to refuse to register transfers of shares without giving a reason for such refusal. This power is inconsistent with the requirement in the Companies Act 2006 that reasons must be given for any refusal. Accordingly, this power has been amended in the new Articles of Association.
Quorum requirements at members’ meetings
The current Articles of Association do not reflect the provisions of the Companies Act 2006 with respect to the quorum at members’ meetings. The proposed change states that a meeting of the members cannot be quorate by virtue of a member having appointed more than one corporate representative or proxy (with such a member and corporate representative or proxy together satisfying the quorum requirements), which would be contrary to the provisions of the Companies Act 2006.
Proxies appointed by multiple members
The provisions of the Companies Act 2006 in relation to voting by a proxy who has been appointed to act as a proxy by more than one member have been the subject of comment and guidance from the Institute of Chartered Secretaries and Administrators (‘ICSA’). The new Articles of Association implement ICSA’s guidance to ensure that proxies may properly exercise their votes where they are appointed by more than one member.
Further amendments have been made in the new Articles of Association in relation to the Company’s relationship with proxies and corporate representatives appointed by members. These amendments: • allow the Company to supply proxy appointment forms in electronic format; • formally set out the Company’s rights in relation to verifying a proxy’s appointment and authority; • formally set out the procedure for the termination of a proxy appointment; and • specify that the Company will not be responsible for analysing whether any proxies or corporate representatives are voting in accordance with their instructions.
Tottenham Hotspur plc
Annual Report 2010