Section 323 | Representation of corporations at meetings

(1)If a corporation (whether or not a company within the meaning of this Act) is a member of a company, it may by resolution of its directors or other governing body authorise a person or persons to act as its representative or representatives at any meeting of the company.

(2)A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the company. Where a corporation authorises more than one person, this subsection is subject to subsections (3) and (4).^F1

(3)On a vote on a resolution on a show of hands at a meeting of the company, each authorised person has the same voting rights as the corporation would be entitled to.^F1

(4)Where subsection (3) does not apply and more than one authorised person purport to exercise a power under subsection (2) in respect of the same shares—^F1

(a)if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way;^F1

(b)if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.^F1