Voting rights on jointly held shares: first holder's authority and substantial proxy compliance can validate voting, subject to excess votes being excluded.

For jointly held shares, the first registered holder may authorise another person to vote, and that authority is valid even if executed by the first holder alone, because the voting right attaches to that holder under the articles and no special form is required for the authorisation. A power of attorney may also operate as a proxy where it substantially complies with proxy requirements and contains the necessary particulars; its label is not decisive. If the instrument authorises only a limited voting entitlement, votes beyond that limit may be excluded, but the entire vote cannot be rejected merely because some excess votes were cast.

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Issues: (i) Whether a power of attorney executed by the first holder of jointly held shares alone is valid for voting at a company meeting. (ii) Whether a power of attorney can be treated as a proxy for the purpose of voting, and whether votes cast beyond the number authorised in the instrument can be wholly invalidated.

Issue (i): Whether a power of attorney executed by the first holder of jointly held shares alone is valid for voting at a company meeting.

Analysis: The relevant company articles permitted the first holder of jointly registered shares to vote, and the statutory framework did not require a special form for a power of attorney as such. Since the first holder is the person entitled to vote in respect of jointly held shares, that holder may authorise another person to vote on his behalf. The validity of such authorisation does not depend on signatures of all joint holders where the first holder alone is otherwise entitled to exercise the voting right.

Conclusion: The power of attorney executed by the first holder alone was valid, and the votes cast under it could not be rejected on the ground that all joint holders had not signed it.

Issue (ii): Whether a power of attorney can be treated as a proxy for the purpose of voting, and whether votes cast beyond the number authorised in the instrument can be wholly invalidated.

Analysis: A proxy and a power of attorney are both instruments by which one person is authorised to act for another. Where the document substantially complies with the proxy form requirements and contains the necessary particulars, nomenclature alone is not decisive. The fact that the instrument also conferred additional authority did not prevent it from operating as a proxy for voting purposes. As to excess votes, only the votes beyond the authorised limit could be treated as invalid; the entirety of the votes could not be rejected when the instrument and the voting entitlement were otherwise valid.

Conclusion: The power of attorney could be treated as a proxy, and the rejection of all votes was unsustainable; at most, only any excess over the authorised entitlement could be disregarded.

Final Conclusion: The appeal failed, and the ruling invalidating the entire vote cast by the power of attorney holder was not sustained.

Ratio Decidendi: Where the first holder of jointly held shares is entitled to vote, that holder may validly authorise another to vote on the joint shares, and a document substantially complying with proxy requirements may be treated as a proxy despite its label; only votes beyond the authorised entitlement can be excluded.

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