Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (42 of 2011)

Schedule 1  

Part 1   Remuneration

12   At the end of section 250R

Add:

Voting 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 described in subsection (4) may cast a vote on the resolution if:

(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

(b) the vote is not cast on behalf of a person described in subsection (4).

(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.