Corporations Act 2001

CHAPTER 2D - OFFICERS AND EMPLOYEES  

PART 2D.8 - REMUNERATION RECOMMENDATIONS IN RELATION TO KEY MANAGEMENT PERSONNEL FOR DISCLOSING ENTITIES  

Note: This Part does not apply to a CCIV: see section 1224E .

SECTION 206K   BOARD TO APPROVE REMUNERATION CONSULTANTS  

206K(1)    
This section applies to a contract (a remuneration consultancy contract ):

(a) that is for services that include making a remuneration recommendation in relation to one or more members of the key management personnel for a company that is a disclosing entity; and

(b) that is between the company and a person (the proposed consultant ) who, by making the recommendation under the contract, will be a remuneration consultant.

206K(2)    
Before a company enters into a remuneration consultancy contract, the proposed consultant must be approved by:

(a) the directors of the company; or

(b) the members of a committee (the remuneration committee ) that:

(i) is a committee of the board of directors of the company; and

(ii) has functions relating to the remuneration of key management personnel for the company.

206K(3)    
A contravention of subsection (2):

(a) is not an offence except as provided by subsection (4); and

(b) does not affect the validity of the contract.

206K(4)    
The company commits an offence if, at the time the company enters into the contract, the proposed consultant has not been approved in accordance with subsection (2).

206K(5)    
An offence against subsection (4) is an offence of strict liability.

Note: For strict liability, see section 6.1 of the Criminal Code .

SECTION 206L   REMUNERATION RECOMMENDATION BY REMUNERATION CONSULTANTS  

206L(1)    
This section applies to a remuneration recommendation made by a remuneration consultant in relation to one or more members of the key management personnel for a company that is a disclosing entity.

206L(2)    
The remuneration consultant must provide the recommendation directly to either or both of the following:

(a) the directors of the company;

(b) the members of the remuneration committee (if any).

206L(3)    
However, the remuneration consultant must not provide the recommendation to a person who is an executive director of the company unless all the directors of the company are executive directors of the company.

206L(4)    
The remuneration consultant must not provide the recommendation to a person who is neither a director of the company nor a member of the remuneration committee.

206L(5)    
If the remuneration consultant contravenes subsection (2) the remuneration consultant is not guilty of an offence. This does not prevent the remuneration consultant from being guilty of an offence for contravening subsection (3) or (4).

Note: Subsection 1311(1) makes it an offence for the remuneration consultant to contravene subsection (3) or (4).

206L(6)    
This section does not prevent someone other than the remuneration consultant from providing the recommendation to a person who is neither a director of the company nor a member of the remuneration committee.

SECTION 206M   DECLARATION BY REMUNERATION CONSULTANT  

206M(1)    
This section applies to a remuneration consultant who makes a remuneration recommendation in relation to one or more members of the key management personnel for a company that is a disclosing entity.

206M(2)    
The remuneration consultant must include with the recommendation a declaration about whether the consultant ' s recommendation is made free from undue influence by the member or members of the key management personnel to whom the recommendation relates.

Note: Failure to comply with this subsection is an offence: see subsection 1311(1) .

206M(3)    
An offence based on subsection (2) is an offence of strict liability.

Note: For strict liability, see section 6.1 of the Criminal Code .