The AGM chair's discretionary proxy vote
Under the existing National Trust AGM voting system, members who do not attend the AGM in person are given the option ‘to leave the proxy [Chairman] to vote as he/she thinks fit (this is called a ‘discretionary’ vote)’.
If individual members of the Trust do not feel in a position to vote either in favour of a resolution or against it, that is their democratic right, but in such a case they should abstain, and the outcome of the vote should be determined by a simple majority of members casting a vote ‘for’ or ‘against’. This is the fundamental principle on which democratic societies operate: in a General Election we do not, for example, allow voters to vote ‘don't know’ and leave it to the Prime Minister to vote on their behalf as he/she thinks fit. The Trustees already make a recommendation to members on whether to vote for or against a resolution. Members who wish to follow the Trustees’ guidance therefore have the power to do so.
There are several examples of resolutions in past years which would have passed comfortably, with majorities of tens of thousands, had it not been for the Chairman’s discretionary proxy vote.
Moreover, it is unclear why different voting rules should apply to Council elections and to votes on members’ resolutions; discretionary proxy votes were abolished for Council elections several years ago, and it is time they were abolished for members’ resolutions too.
It does not seem fair that the Chairman should be able to use the discretionary proxy votes to stop this resolution from passing, as that would represent a conflict of interest. It is therefore suggested that in the vote on this resolution, the Chairman should cast his discretionary votes as abstentions, so that the question of ‘discretionary votes’ can be clearly determined by the express wishes of the members alone.
To conclude, the Chairman’s use of the discretionary proxy vote on members’ resolutions distorts the outcome of votes; and members who do not take a view on a resolution should abstain. The outcome of the vote should reflect the will of the voting members, not that of the Trustees.
The National Trust offers voting options in line with best practice for general meetings of membership organisations. They are not a peculiarity of our voting arrangements. The Trust is advised on standard electoral practice by Civica Election Services, the UK’s leading provider of voting services.
Many of our members make an informed decision to cast discretionary votes, with 149,086 such votes being cast at the 2021 AGM. To remove this feature would limit the voting options available and disenfranchise those of our members who prefer to exercise their voting right in this manner. The Board of Trustees categorically rejects the suggestion that this is unfair when it is common good practice.
A proxy vote is one which is cast by someone on behalf of a member who is unable to attend a general meeting. As the chair of the meeting is guaranteed to be in attendance, the use of a proxy vote guarantees that a member’s vote will be cast in their absence.
When a member attends a general meeting (or joins online, as they can do this year) they can vote For or Against a resolution, or they can choose to Abstain (a vote neither For nor Against). When a member is not attending a general meeting and expressly specifies that their proxy vote should be used in a certain way, ie, For, Against or Abstain, that vote can only be cast in that way. Alternatively, a member can choose to entrust their vote to the chair of the meeting to be applied however the chair sees fit – this is called a discretionary vote.
We believe members should continue to have a full range of voting options, in line with recommended standard electoral practice.
We recommend members vote against the resolution.
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The resolution conflates abstention and discretionary voting. There is a fundamental difference between a member not voting, choosing to abstain, or choosing to entrust their vote to the chair of a general meeting. A discretionary vote allows the chair to hear the debate at the meeting, before deciding how to cast discretionary votes.
We believe each member should determine for themselves how they use their vote – either For, Against, Abstain or leaving it to the discretion of the chair. Only one option – the discretionary vote entrusted to the chair – gives the chair the member’s proxy vote and enables the chair to cast the vote as he/she thinks fit. This ensures that all members’ discretionary votes are cast.
The resolution also compares voting on resolutions to voting in a General Election – this is not a like for like comparison. We abolished proxy votes in our Council elections in 2005 after being advised this was no longer best practice for elections with a large number of candidates.
Resolution voting is different in that, unless abstaining from voting, there are binary response options to vote For or Against. It remains standard practice that a discretionary vote is offered to members voting on resolutions by proxy at general meetings.
The Trust recognises that since more ways of voting, including electronically, are available to members, discretionary and other proxy voting options may decline in use. However, it would not be right to cease this voting option while it remains so extensively used by our membership.
Voting information