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invalidated the result of a show of hands declared before the demand was made. If a poll
is demanded before the declaration of the result of a show of hands and the demand is
duly withdrawn, the meeting shall continue as if the demand had not been made.
(4)
Unless a poll is demanded (and the demand is not withdrawn), a declaration by the
chairman of the meeting that a resolution or motion has been carried, or carried
unanimously, or has been carried by a particular majority, or lost, or not carried by a
particular majority, shall be conclusive, and an entry to that effect in the minutes of the
meeting shall be conclusive evidence of that fact, without proof of the number or
proportion of the votes recorded in favour of or against the resolution or motion.
(5)
The demand for a poll shall not prevent the continuance of a meeting for the transaction of
any business other than the question on which a poll has been demanded.
42.
How poll is to be taken
(1)
If a poll is demanded (and the demand is not withdrawn), it shall be taken at such time
(either at the meeting at which the poll is demanded or within thirty days after the
meeting), at such place and in such manner (including electronically) as the chairman of
the meeting shall direct and he may appoint scrutineers (who need not be members).
(2)
A poll demanded on a question of adjournment shall be taken at the meeting without
adjournment.
(3)
It shall not be necessary (unless the chairman of the meeting otherwise directs) for notice
to be given of a poll whether taken at or after the meeting at which it was demanded.
(4)
On a poll votes may be given either personally or by proxy and a member entitled to more
than one vote need not use all his votes or cast all the votes he uses in the same way.
(5)
The result of the poll shall be deemed to be a resolution of the meeting at which the poll
was demanded.
(6)
The members of the Company may require the board to obtain an independent report on
any poll taken, or to be taken, at a general meeting of the Company.
(7)
The board is required to obtain an independent report if it receives requests to do so from:
(a)
members representing not less than five per cent. of the total voting rights of all
the members who have a right to vote on the matter to which the poll relates
(excluding any voting rights attached to any shares in the Company held as
treasury shares); or
(b)
not less than 100 members who have a right to vote on the matter to which the
poll relates and hold shares in the Company on which there has been paid up an
average sum, per member, of not less than £100.
(8)
Where the requests relate to more than one poll, paragraph (7) above must be satisfied in
relation to each of them. A request under paragraph (7) above:
(a)
may be in hard copy form or by way of electronic communication;
(b)
must identify the poll or polls to which it relates;
(c)
must be authenticated by the person or persons making it; and
(d)
must be received by the Company not later than one week after the date on which
the poll is taken.
(9)
Where the board is required to obtain an independent report on a poll or polls under
paragraph (7) above, the board must appoint an independent assessor to prepare a report
