Power of Attorney and Proxy Services

Power of Attorney Services

Companies can overcome such difficulties by utilising a power of attorney (“POA”). By authorising a trusted party to act on a company’s behalf, either under a general or limited authorisation, companies can overcome any limitations imposed upon the execution of documents from certain jurisdictions and manage the constraints on the swearing of affidavits and the arrangement of notarisations in connection with those documents. Whilst electronic signatures have become more commonplace, certain jurisdictions and counterparties still require wet-ink signatures and in­ person certifications. In these cases, the ability to avail of a POA within a jurisdiction with the same or similar time zone, can provide a significant advantage.

A key consideration when arranging a POA is the strength of its documentation. The governing POA should clearly outline the scope of the powers conferred to the trusted party acting as attorney, distinguishing between general powers and specific authorisations to avoid ambiguity. Specifying the time frame for which the POA is granted also helps to ensure powers are not conferred for longer than would otherwise be necessary to fulfil the role and purpose.

Revocation language should always be included to help safeguard the company, in the event that circumstances change, or the company is no longer satisfied with the arrangement.

A POA should also include provisions addressing the incapacity of the attorney which will ensure continuity in the administration of the authorised powers. This may involve appointing successor attorneys or establishing mechanisms for revoking or modifying the POA in the event of such circumstances. Another alternative is to appoint multiple attorneys, on a joint or several basis, in order to ensure the continuation of the POA.

Proxy Services

The use of a proxy service is another way through which companies can navigate the logistics of shareholder meetings. Often, companies may embed a proxy mechanism within their constitutional and subscription documents providing investors with the convenience of an appointed proxy to represent and vote on their behalf, thus removing the need for investors to travel or join a shareholder meeting at an inopportune time. Invariably the proxy will be either the manager or a director, however, in a scenario where an independent and unaffiliated proxy is required, the Maples Group can ensure this additional comfort and security is provided.

The effective use of a proxy can facilitate the exercise of voting power and maximise shareholder participation at shareholder meetings, where exercising shareholder rights is of vital importance in order to ensure that investors are appropriately represented and a quorum is met. A company can also utilise a proxy to attend shareholder meetings on its behalf, and the proxy can act upon an instruction to either vote or abstain from voting where no instruction is received.

Our Solution

Fundamentally, the choice of who is appointed either under a POA or proxy services arrangement is of paramount importance. Selecting a trusted service provider with global operations and with expertise in acting under these authorisations provides peace of mind and comfort to both the company and its investors. A suitable service provider will also be highly knowledgeable over the regulatory landscape and always act with integrity, by ensuring adherence to the POA and terms of the proxy appointment, as well as in accordance with all applicable legislation. Additionally, there should be no misunderstanding over the powers being conferred and the terms of engagement to carry out their function. As a result of the decision-making power being bestowed, companies and investors often prefer to appoint a well-established service provider with the necessary skills and expertise, as well as the requisite indemnity protection.

POA and proxy services are invaluable tools which provide efficient solutions to the inherent challenges of operating within the global financial industry. The Maples Group can assist in this regard, by providing limited POA services, where a party requires the execution of an agreement or deed within a local jurisdiction, or where a party is otherwise unable to sign. Our extensive global footprint ensures service coverage and continuity in all major financial jurisdictions. We can also provide proxy services and vote on behalf of a shareholder, in line with their objectives, at shareholder meetings. With our teams of experienced fiduciary professionals, leveraging our institutional grade infrastructure across a global network of 16 offices, the Maples Group is your trusted industry partner for complex and time-sensitive POA and proxy services.