privacy england-and-wales voting
privacy and (proxy) voting
<p>X and Y are entitled to vote at a UK company's general meeting. Proxies are allowed and instructions are to be notified to the company office in advance of the meeting. Votes at the meeting are to be be counted by poll. The company's articles simply state "polls shall be taken as the chair of the meeting directs". X duly appoints Y to be their proxy.</p>

<ul>
<li>Who is entitled to know this?</li>
<li>Who is entitled to know how Y votes?</li>
</ul>

<p>Presumably, at a minimum, whoever tallies the votes must know that Y may have cast multiple votes, and the company will have received notice of the proxy appointment. However, it is not obvious that the membership in general has a right to this information, although I can see how knowing it might help detect/prevent fraud if the scrutineer were not truly independent.</p>

<p><a href="https://www.legislation.gov.uk/ukpga/2006/46/section/116" rel="nofollow noreferrer">With limitations</a>, anyone may inspect or make copies of the register of members. However, I could imagine that GDPR, etc, might treat how someone has voted on a company resolution as sensitive personal information.</p>

<h2>Non-secret voting is the norm</h2>

<p><a href="https://en.m.wikipedia.org/wiki/Secret_ballot" rel="nofollow noreferrer">Secret ballots</a> are usually limited to governmental elections because they are logistically harder than open ballots requiring a trusted third party. Secret ballots are also a much newer invention than companies, having their origin in the 19th and 18th centuries respectively.</p>

<p>There is no law that <em>prevents</em> a company from holding secret ballots but there is also no law that <em>requires</em> it.</p>

<p>If "instructions are to be notified to the company office in advance", then the company has to know who Y's proxy is, and how they are instructed to vote (which may, of course, be as they see fit). This would normally be made public, to cover the instances where somebody falsely claims to be a proxy, or when a proxy is appointed to vote against a motion when he personally will be voting for it. I don't, though, see any problem if the chair wishes to keep it secret, so long as the scrutineers are satified that all proxy votes have been properly cast.</p>

<p>If the only applicable wording is "polls shall be taken as the chair of the meeting directs", then the chair can direct either an open ballot or a secret one. The way a shareholder voted is not normally secret; indeed it is quite common for a request to be made from the floor for an open ballot, to ensure transparency. </p>
