Corporations Act. Australia
on advisory resolution by key management personnel or closely related parties
(4) A vote on the resolution must not be cast (in any capacity) by or on behalf of either of the following persons:
(a) a member of the key management personnel details of whose remuneration are included in the remuneration report;
(b) a closely related party of such a member.
(5) However, a person (the voter) described in subsection (4) may cast a vote on the resolution as a proxy if the vote is not cast on behalf of a person described in subsection (4) and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
(b) the voter is the chair of the meeting and the appointment of the chair as proxy:
(i) does not specify the way the proxy is to vote on the resolution; and
(ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the company or, if the company is part of a consolidated entity, for the entity.
(6) ASIC may by writing declare that:
(a) subsection (4) does not apply to a specified resolution; or
(b) subsection (4) does not prevent the casting of a vote, on a specified resolution, by or on behalf of a specified entity;
but may do so only if satisfied that the declaration will not cause unfair prejudice to the interests of any member of the listed company. The declaration has effect accordingly. The declaration is not a legislative instrument.
(7) A person described in subsection (4) contravenes this subsection if a vote on the resolution is cast by or on behalf of the person in contravention of that subsection (whether or not the resolution is passed).
Note: A contravention of this subsection is an offence: see subsection 1311(1).
(8) A vote cast in contravention of subsection (4) is taken not to have been cast. This subsection has effect for the purposes of this Act except subsections (4) and (7) and subsection 250BD(1), and section 1311 and Schedule 3 so far as they relate to any of those subsections.
Note: This means the vote is not counted in working out a percentage of votes cast or whether the resolution is passed, and does not affect the validity of the resolution.
(9) For the purposes of this section, a vote is cast on behalf of a person if, and only if, it is cast:
(a) as proxy for the person; or
(b) otherwise on behalf of the person; or
(c) in respect of a share in respect of which the person has:
(i) power to vote; or
(ii) power to exercise, or control the exercise of, a right to vote.
(10) Subject to Part 1.1A, subsections (4), (5), (6), (7), (8) and (9) have effect despite:
(a) anything else in:
(i) this Act; or
(ii) any other law (including the general law) of a State or Territory; and
(b) anything in the company’s constitution.
250RA Auditor required to attend listed company’s AGM
Contravention by individual auditor
(1) If a listed company’s auditor for a financial year is an individual auditor, the auditor contravenes this subsection if:
(a) the auditor does not attend the company’s AGM at which the audit report for that financial year is considered; and
(b) the auditor does not arrange to be represented, at that AGM, by a person who:
(i) is a suitably qualified member of the audit team that conducted the audit; and
(ii) is in a position to answer questions about the audit.
(2) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
Contravention by lead auditor
(3) A person contravenes this subsection if:
(a) a listed company’s auditor for a financial year is an audit firm or an audit company; and
(b) the person is the lead auditor for the audit; and
(c) the person is not represented, at the AGM at which the audit report for that financial year is considered, by a person who:
(i) is a suitably qualified member of the audit team that conducted the audit; and
(ii) is in a position to answer questions about the audit.
(4) An offence based on subsection (3) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
250S Questions and comments by members on company management at AGM
(1) The chair of an AGM must allow a reasonable opportunity for the members as a whole at the meeting to ask questions about or make comments on the management of the company.
(2) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
250SA Listed company — remuneration report
At a listed company’s AGM, the chair must allow a reasonable opportunity for the members as a whole to ask questions about, or make comments on, the remuneration report. This section does not limit section 250S.
250T Questions by members of auditors at AGM
(1) If the company’s auditor or their representative is at the meeting, the chair of an AGM must:
(a) allow a reasonable opportunity for the members as a whole at the meeting to ask the auditor or the auditor’s representative questions relevant to:
(i) the conduct of the audit; and
(ii) the preparation and content of the auditor’s report; and
(iii) the accounting policies adopted by the company in relation to the preparation of the financial statements; and
(iv) the independence of the auditor in relation to the conduct of the audit; and
(b) allow a reasonable opportunity for the auditor or their representative to answer written questions submitted to the auditor under section 250PA.
(2) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(3) If:
(a) the company’s auditor or their representative is at the meeting; and
(b) the auditor has prepared a written answer to a written question submitted to the auditor under section 250PA;
the Chair of the AGM may permit the auditor or their representative to table the written answer to the written question.
(4) The listed company must make the written answer tabled under subsection (3) reasonably available to members as soon as practicable after the AGM.
Division 9 — Meetings arising from concerns about remuneration reports
250U Application
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