Corporations Act 2001

CHAPTER 2G - MEETINGS  

PART 2G.2 - MEETINGS OF MEMBERS OF COMPANIES  

Note: This Part does not apply to a CCIV or its members. Instead, section 1228A applies a modified version of Part 2G.4 .

Division 1 - Resolutions without meetings  

SECTION 249A   CIRCULATING RESOLUTIONS OF PROPRIETARY COMPANIES WITH MORE THAN 1 MEMBER  

249A(1)    
This section applies to resolutions of the members of proprietary companies that this Act or, if a company has a constitution, the company ' s constitution requires or permits to be passed at a general meeting. It does not apply to a resolution under section 329 to remove an auditor.

249A(2)    
A company may pass a resolution without a general meeting being held if all the members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Each member of a joint membership must sign.

249A(3)    
Separate copies of a document may be used for signing by members if the wording of the resolution and statement is identical in each copy.

249A(4)    
The resolution is passed when the last member signs.

249A(5)    
A company that passes a resolution under this section without holding a meeting satisfies any requirement in this Act:

(a)    to give members information or a document relating to the resolution - by giving members that information or document with the document to be signed; and

(b)    to lodge with ASIC a copy of a notice of meeting to consider the resolution - by lodging a copy of the document to be signed by members; and

(c)    to lodge a copy of a document that accompanies a notice of meeting to consider the resolution - by lodging a copy of the information or documents referred to in paragraph (a).

249A(6)    
The passage of the resolution satisfies any requirement in this Act, or a company ' s constitution (if any), that the resolution be passed at a general meeting.

249A(7)    
This section does not affect any rule of law relating to the assent of members not given at a general meeting.

Note 1: A body corporate representative may sign a circulating resolution (see section 250D ).

Note 2: Passage of a resolution under this section must be recorded in the company ' s minute books (see section 251A ).

SECTION 249B   RESOLUTIONS OF 1 MEMBER COMPANIES  

249B(1)    
A company that has only 1 member may pass a resolution by the member recording it and signing the record.

249B(2)    
If this Act requires information or a document relating to the resolution to be lodged with ASIC, that requirement is satisfied by lodging the information or document with the resolution that is passed.

Note 1: A body corporate representative may sign such a resolution (see section 250D ).

Note 2: Passage of a resolution under this section must be recorded in the company ' s minute books (see section 251A ).

Division 2 - Who may call meetings of members  

SECTION 249C  

249C   CALLING OF MEETINGS OF MEMBERS BY A DIRECTOR (REPLACEABLE RULE - SEE SECTION 135)  
A director may call a meeting of the company's members.

SECTION 249CA   CALLING OF MEETINGS OF MEMBERS OF A LISTED COMPANY BY A DIRECTOR  

249CA(1)   [ Power to convene]  

A director may call a meeting of the company's members.

249CA(2)   [ Application]  

This section only applies to a company that is listed.

249CA(3)   [ Paramountcy]  

This section applies despite anything in the company's constitution.

SECTION 249D   CALLING OF GENERAL MEETING BY DIRECTORS WHEN REQUESTED BY MEMBERS  

249D(1)    

The directors of a company must call and arrange to hold a general meeting on the request of members with at least 5% of the votes that may be cast at the general meeting.

249D(1A)    
(Repealed by No 19 of 2015, s 3, Sch 1 [ 2] (effective 19 March 2015).)

249D(2)    
The request must:

(a) be in writing; and

(b) state any resolution to be proposed at the meeting; and

(c) be signed by the members making the request; and

(d) be given to the company.

249D(3)    
Separate copies of a document setting out the request may be used for signing by members if the wording of the request is identical in each copy.

249D(4)    
The percentage of votes that members have is to be worked out as at the midnight before the request is given to the company.

249D(5)    
The directors must call the meeting within 21 days after the request is given to the company. The meeting is to be held not later than 2 months after the request is given to the company.

SECTION 249E   FAILURE OF DIRECTORS TO CALL GENERAL MEETING  

249E(1)   [ Members may call meeting]  

Members with more than 50% of the votes of all of the members who make a request under section 249D may call and arrange to hold a general meeting if the directors do not do so within 21 days after the request is given to the company.

249E(2)   [ Procedure for calling meeting]  

The meeting must be called in the same way - so far as is possible - in which general meetings of the company may be called. The meeting must be held not later than 3 months after the request is given to the company.

249E(3)   [ Register of members]  

To call the meeting the members requesting the meeting may ask the company under section 173 for a copy of the register of members. Despite paragraph 173(3)(b), the company must give the members the copy of the register without charge.

249E(4)   [ Reasonable expenses]  

The company must pay the reasonable expenses the members incurred because the directors failed to call and arrange to hold the meeting.

249E(4A)   [ Strict liability offence]  

An offence based on subsection (3) or (4) is an offence of strict liability.

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

249E(5)   [ Directors' liability for expenses]  

The company may recover the amount of the expenses from the directors. However, a director is not liable for the amount if they prove that they took all reasonable steps to cause the directors to comply with section 249D. The directors who are liable are jointly and individually liable for the amount. If a director who is liable for the amount does not reimburse the company, the company must deduct the amount from any sum payable as fees to, or remuneration of, the director.

SECTION 249F   CALLING OF GENERAL MEETINGS BY MEMBERS  

249F(1)   [ Members may call general meeting]  

Members with at least 5% of the votes that may be cast at a general meeting of the company may call, and arrange to hold, a general meeting. The members calling the meeting must pay the expenses of calling and holding the meeting.

249F(2)   [ Procedure for calling meeting]  

The meeting must be called in the same way - so far as is possible - in which general meetings of the company may be called.

249F(3)   [ Percentage of votes]  

The percentage of votes that members have is to be worked out as at the midnight before the meeting is called.

SECTION 249G   CALLING OF MEETINGS OF MEMBERS BY THE COURT  

249G(1)   [ Court's power]  

The Court may order a meeting of the company's members to be called if it is impracticable to call the meeting in any other way.

249G(2)   [ Who may apply]  

The Court may make the order on application by:

(a) any director; or

(b) any member who would be entitled to vote at the meeting.

Note: For the directions the Court may give for calling, holding or conducting a meeting it has ordered be called, see section 1319.

Division 3 - How to call meetings of members  

SECTION 249H   AMOUNT OF NOTICE OF MEETINGS  

249H(1)   General rule.  

Subject to subsection (2), at least 21 days notice must be given of a meeting of a company's members. However, if a company has a constitution, it may specify a longer minimum period of notice.

249H(2)   Calling meetings on shorter notice.  

A company may call on shorter notice:

(a) an AGM, if all the members entitled to attend and vote at the AGM agree beforehand; and

(b) any other general meeting, if members with at least 95% of the votes that may be cast at the meeting agree beforehand.

A company cannot call an AGM or other general meeting on shorter notice if it is a meeting of the kind referred to in subsection (3) or (4).

249H(3)   Shorter notice not allowed - removing or appointing director.  

At least 21 days notice must be given of a meeting of the members of a public company at which a resolution will be moved to:

(a) remove a director under section 203D; or

(b) appoint a director in place of a director removed under that section.

249H(4)   Shorter notice not allowed - removing auditor.  

At least 21 days notice must be given of a meeting of a company at which a resolution will be moved to remove an auditor under section 329.

SECTION 249HA   AMOUNT OF NOTICE OF MEETINGS OF LISTED COMPANY  

249HA(1)   [ 28 days notice]  

Despite section 249H, at least 28 days notice must be given of a meeting of a company's members.

249HA(2)   [ Application]  

This section only applies to a company that is listed.

249HA(3)   [ Paramountcy]  

This section applies despite anything in the company's constitution.

SECTION 249J   NOTICE OF MEETINGS OF MEMBERS TO MEMBERS AND DIRECTORS  
Notice to members and directors individually

249J(1)    
Written notice of a meeting of a company ' s members must be given individually to each member entitled to vote at the meeting and to each director. Notice need only be given to 1 member of a joint membership.

Notice to joint members ( replaceable rule - see section 135 )

249J(2)    
Notice to joint members must be given to the joint member named first in the register of members.

How notice is given

249J(3)    
A company may give the notice of meeting to a member:

(a)    personally; or

(b)    by sending it by post to the address for the member in the register of members or the alternative address (if any) nominated by the member; or

(c)    

in the manner mentioned in paragraph 110D(1)(b) , (c) or (d) ; or

(ca) (Repealed)

(cb) (Repealed)

(d)    by any other means that the company ' s constitution (if any) permits.

Note: A defect in the notice given may not invalidate a meeting (see section 1322 ).

249J(3A)    
(Repealed by No 82 of 2021, s 3, Sch 1[13] (effective 14 August 2021).)

When notice is given (replaceable rule - see section 135)

249J(4)    

A notice of meeting is taken to be given:

(a)    if it is sent by post - 3 days after it is posted; or

(aa)    

if it is sent by sending the member information in accordance with paragraph 110D(1)(b) by post - 3 days after the information is posted; or

(b)    

if it is sent by means of an electronic communication in accordance with paragraph 110D(1)(c) - on the business day after it is sent; or

(c)    

if it is sent by giving the member information in accordance with paragraph 110D(1)(d) - on the business day after the day on which the information is sent to the member.

249J(5)    
(Repealed by No 82 of 2021, s 3, Sch 1[13] (effective 14 August 2021).)

SECTION 249K   AUDITOR ENTITLED TO NOTICE AND OTHER COMMUNICATIONS  

249K(1)   [ Auditor entitlements]  

A company must give its auditor:

(a) notice of a general meeting in the same way that a member of the company is entitled to receive notice; and

(b) any other communications relating to the general meeting that a member of the company is entitled to receive.

Note 1: For when a company must have an auditor, see Part 2M.3.

Note 2: An auditor may appoint a representative to attend a meeting (see subsection 249V(4)).

249K(2)   [ Strict liability offence]  

An offence based on subsection (1) is an offence of strict liability.

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

SECTION 249L   CONTENTS OF NOTICE OF MEETINGS OF MEMBERS  

249L(1)    
A notice of a meeting of a company ' s members must:

(a)    

set out:

(i) if there is only one location at which the members who are entitled to physically attend the meeting may do so - the date, time and place for the meeting; and

(ii) if there are 2 or more locations at which the members who are entitled to physically attend the meeting may do so - the date and time for the meeting at each location, and the main location for the meeting; and

(iii) if virtual meeting technology is to be used in holding the meeting - sufficient information to allow the members to participate in the meeting by means of the technology; and

(b)    state the general nature of the meeting ' s business; and

(c)    if a special resolution is to be proposed at the meeting - set out an intention to propose the special resolution and state the resolution; and

(d)    if a member is entitled to appoint a proxy - contain a statement setting out the following information:

(i) that the member has a right to appoint a proxy;

(ii) whether or not the proxy needs to be a member of the company;

(iii) that a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

Note: There may be other requirements for disclosure to members.

249L(2)    

The notice of the AGM of a listed company must also:

(a)    inform members that the resolution referred to in subsection 250R(2) (resolution on remuneration report) will be put at the AGM; and

(b)    if at the previous AGM at least 25% of the votes cast on a resolution that the remuneration report be adopted were against adoption of the report (but the same was not the case at the AGM before that):

(i) explain the circumstances in which subsection 250V(1) would apply; and

(ii) inform members that the resolution described in subsection 250V(1) as the spill resolution will be put at the AGM if that subsection applies.

Note: Subsection 250R(2) requires a resolution to adopt a remuneration report for a listed company to be put to the vote at the company ' s AGM.

249L(3)    

The information included in the notice of meeting must be worded and presented in a clear, concise and effective manner.

SECTION 249LA   NOTICE OF MEETING NOT REQUIRED TO CONTAIN CERTAIN INFORMATION  

249LA(1)   [ Information not required]  

The regulations may provide that a notice of a meeting of a company's members is not required by section 249L or otherwise to include information specified in the regulations if any conditions specified in the regulations are satisfied.

249LA(2)   [ Different conditions for information and notice]  

Without limiting subsection (1), the regulations may specify different conditions for:

(a) different kinds of information; and

(b) a notice of meeting given by a company or a class of companies.

249LA(3)   [ Information taken to be included in notice]  

If:

(a) regulations are made for the purposes of subsection (1); and

(b) a notice of meeting does not include particular information in accordance with those regulations;

the information is taken to be included in the notice of meeting.

SECTION 249M  

249M   NOTICE OF ADJOURNED MEETINGS (REPLACEABLE RULE - SEE SECTION 135)  
When a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for 1 month or more.

Division 4 - Members' rights to put resolutions etc. at general meetings  

SECTION 249N   MEMBERS' RESOLUTIONS  

249N(1)   [ Who may give notice]  

The following members may give a company notice of a resolution that they propose to move at a general meeting:

(a) members with at least 5% of the votes that may be cast on the resolution; or

(b) at least 100 members who are entitled to vote at a general meeting.

249N(1A)   [ Regulations may prescribe different number]  

The regulations may prescribe a different number of members for the purposes of the application of paragraph (1)(b) to:

(a) a particular company; or

(b) a particular class of company.

Without limiting this, the regulations may specify the number as a percentage of the total number of members of the company.

249N(2)   [ Requirements of notice]  

The notice must:

(a) be in writing; and:

(b) set out the wording of the proposed resolution; and

(c) be signed by the members proposing to move the resolution.

249N(3)   [ More than one copy]  

Separate copies of a document setting out the notice may be used for signing by members if the wording of the notice is identical in each copy.

249N(4)   [ Percentage of votes]  

The percentage of votes that members have is to be worked out as at the midnight before the members give the notice.

SECTION 249O   COMPANY GIVING NOTICE OF MEMBERS' RESOLUTIONS  

249O(1)   [ When resolution is to be considered]  

If a company has been given notice of a resolution under section 249N, the resolution is to be considered at the next general meeting that occurs more than 2 months after the notice is given.

249O(2)   [ Time for giving notice]  

The company must give all its members notice of the resolution at the same time, or as soon as practicable afterwards, and in the same way, as it gives notice of a meeting.

249O(3)   [ Cost]  

The company is responsible for the cost of giving members notice of the resolution if the company receives the notice in time to send it out to members with the notice of meeting.

249O(4)   [ Liability for company's expenses]  

The members requesting the meeting are jointly and individually liable for the expenses reasonably incurred by the company in giving members notice of the resolution if the company does not receive the members' notice in time to send it out with the notice of meeting. At a general meeting, the company may resolve to meet the expenses itself.

249O(5)   [ Company need not give notice]  

The company need not give notice of the resolution:

(a) if it is more than 1,000 words long or defamatory; or

(b) if the members making the request are to bear the expenses of sending the notice out - unless the members give the company a sum reasonably sufficient to meet the expenses that it will reasonably incur in giving the notice.

SECTION 249P   MEMBERS' STATEMENTS TO BE DISTRIBUTED  

249P(1)   [ Member's statement]  

Members may request a company to give to all its members a statement provided by the members making the request about:

(a) a resolution that is proposed to be moved at a general meeting; or

(b) any other matter that may be properly considered at a general meeting.

249P(2)   [ Who must make request]  

The request must be made by:

(a) members with at least 5% of the votes that may be cast on the resolution; or

(b) at least 100 members who are entitled to vote at the meeting.

249P(2A)   [ Regulations may prescribe different number]  

The regulations may prescribe a different number of members for the purposes of the application of paragraph (2)(b) to:

(a) a particular company; or

(b) a particular class of company.

Without limiting this, the regulations may specify the number as a percentage of the total number of members of the company.

249P(3)   [ Requirements for request]  

The request must be:

(a) in writing; and

(b) signed by the members making the request; and

(c) given to the company.

249P(4)   [ More than one copy]  

Separate copies of a document setting out the request may be used for signing by members if the wording of the request is identical in each copy.

249P(5)   [ Percentage of votes]  

The percentage of votes that members have is to be worked out as at the midnight before the request is given to the company.

249P(6)   [ Distribution of statement]  

After receiving the request, the company must distribute to all its members a copy of the statement at the same time, or as soon as practicable afterwards, and in the same way, as it gives notice of a general meeting.

249P(7)   [ Cost of distribution]  

The company is responsible for the cost of making the distribution if the company receives the statement in time to send it out to members with the notice of meeting.

249P(8)   [ Members' liability]  

The members making the request are jointly and individually liable for the expenses reasonably incurred by the company in making the distribution if the company does not receive the statement in time to send it out with the notice of meeting. At a general meeting, the company may resolve to meet the expenses itself.

249P(9)   [ Company need not comply in certain circumstances]  

The company need not comply with the request:

(a) if the statement is more than 1,000 words long or defamatory; or

(b) if the members making the request are responsible for the expenses of the distribution - unless the members give the company a sum reasonably sufficient to meet the expenses that it will reasonably incur in making the distribution.

Division 5 - Holding meetings of members  

SECTION 249Q  

249Q   PURPOSE  
A meeting of a company's members must be held for a proper purpose.

SECTION 249R  

249R   HOW MEETINGS OF MEMBERS MAY BE HELD  

A company may hold a meeting of its members:

(a)    at one or more physical venues; or

(b)    at one or more physical venues and using virtual meeting technology; or

(c)    using virtual meeting technology only, if this is required or permitted by the company ' s constitution expressly.

SECTION 249RA   PLACE AND TIME OF MEETINGS AND PRESENCE AT MEETINGS  

249RA(1)    
The place at which a meeting of the members of a company is held is taken to be:

(a)    if the meeting is held at only one physical venue (whether or not it is also held using virtual meeting technology) - that physical venue; or

(b)    if the meeting is held at more than one physical venue (whether or not it is also held using virtual meeting technology) - the main physical venue of the meeting as set out in the notice of the meeting; or

(c)    if the meeting is held using virtual meeting technology only - the registered office of the company.

249RA(2)    
The time at which the meeting is held is taken to be the time at the place at which the meeting is taken to be held in accordance with subsection (1) .

249RA(3)    
A member who attends the meeting (whether at a physical venue or by using virtual meeting technology) is taken for all purposes to be present in person at the meeting while so attending.

SECTION 249S   REASONABLE OPPORTUNITY TO PARTICIPATE  

249S(1)    
A company that holds a meeting of its members must give the members entitled to attend the meeting, as a whole, a reasonable opportunity to participate in the meeting.

Note: Section 1322 provides for consequences of a breach of this subsection.

249S(2)    
Without limiting the scope of subsection (1) , the effects of that subsection include those set out in subsections (3) , (4) , (5) , (6) and (7) .

249S(3)    
The meeting must be held at a time that is reasonable at:

(a)    if the meeting is held at only one physical venue (whether or not it is also held using virtual meeting technology) - that physical venue; or

(b)    if the meeting is held at more than one physical venue (whether or not it is also held using virtual meeting technology) - the main physical venue of the meeting as set out in the notice of the meeting; or

(c)    if the meeting is held using virtual meeting technology only - a physical venue at which it would be reasonable to hold the meeting.

249S(4)    
If the meeting is held at only one physical venue (whether or not it is also held using virtual meeting technology), it must be reasonable to hold the meeting at that physical venue.

249S(5)    
If the meeting is held at more than one physical venue (whether or not it is also held using virtual meeting technology), it must be reasonable to hold the meeting at its main physical venue as set out in the notice of the meeting.

249S(6)    
If the meeting is held at more than one physical venue (whether or not it is also held using virtual meeting technology), the technology used to hold the meeting at more than one physical venue must be reasonable.

249S(7)    
If the meeting is held using virtual meeting technology (whether or not it is held at one or more physical venues), that virtual meeting technology must:

(a)    be reasonable; and

(b)    allow the members who are entitled to attend the meeting, and do attend the meeting using that virtual meeting technology, as a whole, to exercise orally and in writing any rights of those members to ask questions and make comments.

SECTION 249T   QUORUM (REPLACEABLE RULE - SEE SECTION 135)  

249T(1)    
The quorum for a meeting of a company ' s members is 2 members and the quorum must be present at all times during the meeting.

Note: For single member companies, see section 249B .

249T(2)    
In determining whether a quorum is present, count individuals attending as proxies or body corporate representatives. However, if a member has appointed more than 1 proxy or representative, count only 1 of them. If an individual is attending both as a member and as a proxy or body corporate representative, count them only once.

Note 1: For rights to appoint proxies, see section 249X .

Note 2: For body corporate representatives, see section 250D .

249T(3)    

A meeting of the company ' s members that does not have a quorum present within 30 minutes after the time for the meeting set out in the notice of meeting is adjourned to a meeting (the resumed meeting ) at a later time.

249T(3A)    

The directors may specify:

(a)    the date and time of the resumed meeting; and

(b)    if any of the company ' s members is entitled to physically attend the resumed meeting - the location or locations at which the members may do so; and

(c)    if virtual meeting technology is to be used in holding the meeting - sufficient information to allow the members to participate in the resumed meeting by means of the technology.

249T(3B)    

If the directors do not specify one or more of the things mentioned in subsection (3A) :

(a)    if the date is not specified - the meeting is adjourned to the same day in the next week; and

(b)    if the time is not specified - the meeting is adjourned to the same time; and

(c)    if any of the company ' s members was entitled to physically attend the meeting and the location is not specified - the meeting is adjourned to the same location or locations as were specified for the original meeting; and

(d)    if virtual meeting technology was used in holding the meeting and sufficient information to allow members to participate in the resumed meeting by means of the technology is not specified - participation in the resumed meeting by means of the technology must be provided in the same manner as set out in the notice for the original meeting.

249T(4)    
If no quorum is present at the resumed meeting within 30 minutes after the time for the meeting, the meeting is dissolved.

SECTION 249U   CHAIRING MEETINGS OF MEMBERS (REPLACEABLE RULE - SEE SECTION 135)  

249U(1)   [ Chairperson]  

The directors may elect an individual to chair meetings of the company's members.

249U(2)   [ Directors must elect chairperson]  

The directors at a meeting of the company's members must elect an individual present to chair the meeting (or part of it) if an individual has not already been elected by the directors to chair it or, having been elected, is not available to chair it, or declines to act, for the meeting (or part of the meeting).

249U(3)   [ Members must elect chairperson in certain circumstances]  

The members at a meeting of the company's members must elect a member present to chair the meeting (or part of it) if:

(a) a chair has not previously been elected by the directors to chair the meeting; or

(b) a previously elected chair is not available, or declines to act, for the meeting (or part of the meeting).

249U(4)   [ Adjournment of meeting]  

The chair must adjourn a meeting of the company's members if the members present with a majority of votes at the meeting agree or direct that the chair must do so.

SECTION 249V   AUDITOR'S RIGHT TO BE HEARD AT GENERAL MEETINGS  

249V(1)   [ Attendance at meeting]  

A company's auditor is entitled to attend any general meeting of the company.

Note: Section 250RA imposes on the auditor of a listed public company an obligation to attend or be represented at the AGM.

249V(2)   [ Entitlement to be heard]  

The auditor is entitled to be heard at the meeting on any part of the business of the meeting that concerns the auditor in their capacity as auditor.

249V(3)   [ Retirement or removal from office]  

The auditor is entitled to be heard even if:

(a) the auditor retires at the meeting; or

(b) the meeting passes a resolution to remove the auditor from office.

249V(4)   [ Auditor's representative]  

The auditor may authorise a person in writing as their representative for the purpose of attending and speaking at any general meeting.

Note 1: At an AGM, members may ask the auditor questions (see section 250T ).

Note 2: For when a company must have an auditor, see Part 2M.3 .

SECTION 249W   ADJOURNED MEETINGS  

249W(1)   When resolution passed.  

A resolution passed at a meeting resumed after an adjournment is passed on the day it was passed.

249W(2)   Business at adjourned meetings ( replaceable rule - see section 135 ).  

Only unfinished business is to be transacted at a meeting resumed after an adjournment.

Division 6 - Proxies and body corporate representatives  

SECTION 249X   WHO CAN APPOINT A PROXY (REPLACEABLE RULE FOR PROPRIETARY COMPANIES AND MANDATORY RULE FOR PUBLIC COMPANIES - SEE SECTION 135)  

249X(1)   [ Appointment of proxy]  

A member of a company who is entitled to attend and cast a vote at a meeting of the company's members may appoint a person as the member's proxy to attend and vote for the member at the meeting.

249X(1A)   [ Individual or body corporate]  

The person appointed as the member's proxy may be an individual or a body corporate.

Note: A body corporate may appoint a representative to exercise the powers that the body corporate may exercise as the member's proxy, see section 250D .

249X(2)   [ Proportion or number of votes]  

The appointment may specify the proportion or number of votes that the proxy may exercise.

249X(3)   [ Members' entitlement to appoint proxies]  

Each member may appoint a proxy. If the member is entitled to cast 2 or more votes at the meeting, they may appoint 2 proxies. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half of the votes.

249X(4)   [ Fractions of votes]  

Disregard any fractions of votes resulting from the application of subsection (2) or (3).

SECTION 249Y   RIGHTS OF PROXIES  

249Y(1)   Rights of proxies.  

A proxy appointed to attend and vote for a member has the same rights as the member:

(a) to speak at the meeting; and

(b) to vote (but only to the extent allowed by the appointment); and

(c) join in a demand for a poll.

249Y(2)   Proxy's right to vote.  

If a company has a constitution, the constitution may provide that a proxy is not entitled to vote on a show of hands.

Note: Even if the proxy is not entitled to vote on a show of hands, they may make or join in the demand for a poll.

249Y(3)   Effect of member's presence on proxy's authority.  

A company's constitution (if any) may provide for the effect that a member's presence at a meeting has on the authority of a proxy appointed to attend and vote for the member. However, if the constitution does not deal with this, a proxy's authority to speak and vote for a member at a meeting is suspended while the member is present at the meeting.

SECTION 249Z   COMPANY SENDING APPOINTMENT FORMS OR LISTS OF PROXIES MUST SEND TO ALL MEMBERS  

249Z(1)   [ Requirements]  

If a company sends a member a proxy appointment form for a meeting or a list of persons willing to act as proxies at a meeting:

(a) if the member requested the form or list - the company must send the form or list to all members who ask for it and who are entitled to appoint a proxy to attend and vote at the meeting; or

(b) otherwise - the company must send the form or list to all its members entitled to appoint a proxy to attend and vote at the meeting.

249Z(2)   [ Strict liability offence]  

An offence based on subsection (1) is an offence of strict liability.

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

SECTION 250A   APPOINTING A PROXY  

250A(1)   [ Valid appointment]  

An appointment of a proxy is valid if it is signed, or otherwise authenticated in a manner prescribed by the regulations, by the member of the company making the appointment and contains the following information:

(a) the member ' s name and address;

(b) the company ' s name;

(c) the proxy ' s name or the name of the office held by the proxy;

(d) the meetings at which the appointment may be used.

An appointment may be a standing one.

250A(1A)   [ Different requirements for authentication]  

The regulations made for the purposes of subsection (1) may prescribe different requirements for the authentication of an appointment given to the company by different means (electronic or otherwise).

250A(2)   [ Company ' s constitution]  

If a company has a constitution, the constitution may provide that an appointment is valid even if it contains only some of the information required by subsection (1).

250A(3)   [ Undated appointment]  

An undated appointment is taken to have been dated on the day it is given to the company.

250A(4)    
(Repealed by No 42 of 2011, s 3, Sch 1, Pt 3 [ 33] (effective 1 July 2011).)

250A(5)    
(Repealed by No 42 of 2011, s 3, Sch 1, Pt 3 [ 33] (effective 1 July 2011).)

250A(5A)    
(Repealed by No 42 of 2011, s 3, Sch 1, Pt 3 [ 33] (effective 1 July 2011).)

250A(6)   [ Witnessing appointment]  

An appointment does not have to be witnessed.

250A(7)   [ Later appointment]  

A later appointment revokes an earlier one if both appointments could not be validly exercised at the meeting.

SECTION 250B   PROXY DOCUMENTS  
Documents to be received by company before meeting

250B(1)    
For an appointment of a proxy for a meeting of a company ' s members to be effective, the following documents must be received by the company at least 48 hours before the meeting:

(a)    the proxy ' s appointment;

(b)    

if the appointment is signed, or otherwise authenticated in a manner prescribed by regulations made for the purposes of subsection 250A(1) , by the appointor ' s attorney - the authority under which the appointment was signed or authenticated or a certified copy of the authority.

Documents received following adjournment of meeting

250B(2)    
If a meeting of a company ' s members has been adjourned, an appointment and any authority received by the company at least 48 hours before the resumption of the meeting are effective for the resumed part of the meeting.

Receipt of documents

250B(3)    

A company receives a document referred to in subsection (1) :

(a)    when the document is received at any of the following:

(i) the company ' s registered office;

(ii) a fax number at the company ' s registered office;

(iii) a place, fax number or electronic address specified for the purpose in the notice of meeting; and

(b)    if the notice of meeting specifies other electronic means by which a member may give the document - when the document given by those means is received by the company as prescribed by the regulations.

Note: For when a document is received by electronic communication, see section 105A .

Constitution or notice of meeting may provide for different notification period

250B(5)    
The company ' s constitution (if any) or the notice of meeting may reduce the period of 48 hours referred to in subsection (1) or (2) .

SECTION 250BA   PROXY DOCUMENTS - LISTED COMPANIES  

250BA(1)    

In a notice of meeting for a meeting of the members of the company, the company must specify at least one of the following:

(a)    a place for the purposes of receipt of proxy appointments and proxy appointment authorities;

(b)    sufficient information to allow members to comply with section 250B by means of an electronic communication.

250BA(2)    

This section only applies to a company that is listed.

250BA(3)    
This section applies despite anything in the company ' s constitution.

SECTION 250BB   PROXY VOTE IF APPOINTMENT SPECIFIES WAY TO VOTE  

250BB(1)    
An appointment of a proxy may specify the way the proxy is to vote on a particular resolution. If it does:

(a)    the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

(b)    

if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and

(c)    if the proxy is the chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way; and

(d)    if the proxy is not the chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a member, this subsection does not affect the way that the person can cast any votes they hold as a member.

Note: A company ' s constitution may provide that a proxy is not entitled to vote on a show of hands (see subsection 249Y(2) ).

250BB(2)    
If the chair contravenes subsection (1) , the chair commits an offence if the appointment as a proxy resulted from:

(a)    the company sending to members:

(i) a list of persons willing to act as proxies; or

(ii) a proxy appointment form holding the chair out as being willing to act as a proxy; or

(b)    the operation of section 250BC .

250BB(3)    
If a person other than the chair contravenes paragraph (1)(a) or (d) , the person commits an offence if the person:

(a)    agreed to the appointment; or

(b)    held himself or herself out, or caused another person to hold him or her out, as being willing to act as a proxy in relation to the appointment.

250BB(4)    
If a person other than the chair contravenes paragraph (1)(b) , the person commits an offence if, in relation to at least 2 of the different ways of voting specified by the appointments, the person:

(a)    agreed to at least one of the appointments specifying that way of voting; or

(b)    held himself or herself out, or caused another person to hold him or her out, as being willing to act as a proxy in relation to at least one of the appointments specifying that way of voting.

250BB(5)    
An offence against subsection (2) , (3) or (4) is an offence of strict liability.

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

SECTION 250BC  

250BC   TRANSFER OF NON-CHAIR PROXY TO CHAIR IN CERTAIN CIRCUMSTANCES  

If:

(a)    an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company ' s members; and

(b)    the appointed proxy is not the chair of the meeting; and

(c)    

at the meeting, a poll is duly demanded, or is otherwise required under section 250JA , on the question that the resolution be passed; and

(d)    either of the following apply:

(i) if a record of attendance is made for the meeting - the proxy is not recorded as attending;

(ii) the proxy does not vote on the resolution;

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at that meeting.

SECTION 250BD   PROXY VOTING BY KEY MANAGEMENT PERSONNEL OR CLOSELY RELATED PARTIES  

250BD(1)    
A person appointed as a proxy must not vote, on the basis of that appointment, on a resolution 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 if:

(a) the person is either:

(i) a member of the key management personnel for the company or, if the company is part of a consolidated entity, for the entity; or

(ii) a closely related party of a member of the key management personnel for the company or, if the company is part of a consolidated entity, for the entity; and

(b) the appointment does not specify the way the proxy is to vote on the resolution.

Note 1: Examples of resolutions connected directly or indirectly with the remuneration of a member of the key management personnel for the company or entity include:

(a) resolutions that must be put to the vote under subsection 250R(2) (about a resolution that the remuneration report for a listed company be adopted); and

(b) resolutions that must be put to the vote under subsection 250V(1) (about fresh elections for directors at meetings arising from concerns about remuneration reports); and

(c) resolutions determining directors ' remuneration as mentioned in section 202A ; and

(d) resolutions for the purposes of Chapter 2E (about public companies and entities they control giving financial benefits to related parties of public companies) affecting directors ' remuneration.

Note 2: Subsections 250R(4) and 250V(2) also prevent the person from voting on the resolution if it is a resolution that must be put to the vote under subsection 250R(2) or 250V(1) .

Note 3: Section 224 may also prohibit the person from voting on the resolution if it is a resolution for the purposes of Chapter 2E .

Note 4: Failure to comply with this subsection is an offence: see subsection 1311(1) .

250BD(2)    
Subsection (1) does not apply if:

(a) the person is the chair of the meeting at which the resolution is voted on; and

(b) the appointment 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.

Note: A defendant bears an evidential burden in relation to the matter in subsection (2): see subsection 13.3(3) of the Criminal Code .

250BD(3)    
ASIC may by writing declare that:

(a) subsection (1) does not apply to a specified resolution; or

(b) subsection (1) 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 company. The declaration has effect accordingly. The declaration is not a legislative instrument.

Note: A defendant bears an evidential burden in relation to the matter in subsection (3): see subsection 13.3(3) of the Criminal Code .

250BD(4)    
A vote cast in contravention of subsection (1) is taken not to have been cast. This subsection has effect for the purposes of this Act except subsection (1) and subsections 250R(4) and (7) , 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.

SECTION 250C   VALIDITY OF PROXY VOTE  

250C(1)   Proxy vote valid even if proxy cannot vote as member.  

A proxy who is not entitled to vote on a resolution as a member may vote as a proxy for another member who can vote if their appointment specifies the way they are to vote on the resolution and they vote that way.

250C(2)   Proxy vote valid even if member dies, revokes appointment etc. (replaceable rule - see section 135) .  

Unless the company has received written notice of the matter before the start or resumption of the meeting at which a proxy votes, a vote cast by the proxy will be valid even if, before the proxy votes:

(a) the appointing member dies; or

(b) the member is mentally incapacitated; or

(c) the member revokes the proxy's appointment; or

(d) the member revokes the authority under which the proxy was appointed by a third party; or

(e) the member transfers the share in respect of which the proxy was given.

Note: A proxy's authority to vote is suspended while the member is present at the meeting (see subsection 249Y(3) ).

SECTION 250D   BODY CORPORATE REPRESENTATIVE  

250D(1)   [ Appointment of representative]  

A body corporate may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise:

(a) at meetings of a company's members; or

(b) at meetings of creditors or debenture holders; or

(c) relating to resolutions to be passed without meetings; or

(d) in the capacity of a member's proxy appointed under subsection 249X(1) .

The appointment may be a standing one.

250D(2)   [ Restrictions on representative's powers]  

The appointment may set out restrictions on the representative's powers. If the appointment is to be by reference to a position held, the appointment must identify the position.

250D(3)   [ More than one representative]  

A body corporate may appoint more than 1 representative but only 1 representative may exercise the body's powers at any one time.

250D(4)   [ Representative's powers]  

Unless otherwise specified in the appointment, the representative may exercise, on the body corporate's behalf, all of the powers that the body could exercise at a meeting or in voting on a resolution.

Note: For resolutions of members without meetings, see sections 249A and 249B .

Division 7 - Voting at meetings of members  

SECTION 250E   HOW MANY VOTES A MEMBER HAS (REPLACEABLE RULE - SEE SECTION 135)  

250E(1)   Company with share capital.  

Subject to any rights or restrictions attached to any class of shares, at a meeting of members of a company with a share capital:

(a) on a show of hands, each member has 1 vote; and

(b) on a poll, each member has 1 vote for each share they hold.

Note: Unless otherwise specified in the appointment, a body corporate representative has all the powers that a body corporate has as a member (including the power to vote on a show of hands).

250E(2)   Company without share capital.  

Each member of a company that does not have a share capital has 1 vote, both on a show of hands and a poll.

250E(3)   Chair's casting vote.  

The chair has a casting vote, and also, if they are a member, any vote they have in their capacity as a member.

Note 1: The chair may be precluded from voting, for example, by a conflict of interest.

Note 2: For rights to appoint proxies, see section 249X .

SECTION 250F  

250F   JOINTLY HELD SHARES (REPLACEABLE RULE - SEE SECTION 135)  
If a share is held jointly and more than 1 member votes in respect of that share, only the vote of the member whose name appears first in the register of members counts.

SECTION 250G  

250G   OBJECTIONS TO RIGHT TO VOTE (REPLACEABLE RULE - SEE SECTION 135)  
A challenge to a right to vote at a meeting of a company's members:

(a) may only be made at the meeting; and

(b) must be determined by the chair, whose decision is final.

SECTION 250H  

250H   VOTES NEED NOT ALL BE CAST IN THE SAME WAY  
On a poll a person voting who is entitled to 2 or more votes:

(a) need not cast all their votes; and

(b) may cast their votes in different ways.

Note: For proxy appointments that specify the way the proxy is to vote on a particular resolution, see subsection 250BB(1) .

SECTION 250J   HOW VOTING IS CARRIED OUT (REPLACEABLE RULE - SEE SECTION 135)  

250J(1)    

A resolution put to the vote at a meeting of a company ' s members may be decided on a show of hands unless a poll is demanded.

Note: For listed companies, certain resolutions must be decided on a poll despite this subsection (see section 250JA ).

250J(1A)    
Before a vote is taken the chair must inform the meeting whether any proxy votes have been received and how the proxy votes are to be cast.

250J(2)    
On a show of hands, a declaration by the chair is conclusive evidence of the result, provided that the declaration reflects the show of hands and the votes of the proxies received. Neither the chair nor the minutes need to state the number or proportion of the votes recorded in favour or against.

Note: Even though the chair ' s declaration is conclusive of the voting results, the members present may demand a poll (see paragraph 250L(3)(c) ).

SECTION 250JA   CERTAIN RESOLUTIONS MUST BE DECIDED ON A POLL - LISTED COMPANIES  

250JA(1)    
A resolution put to the vote at a meeting of members of a listed company must be decided on a poll (and not a show of hands) if:

(a)    the notice of the meeting set out an intention to propose the resolution and stated the resolution; or

(b)    the company has given notice of the resolution in accordance with section 249O (members ' resolutions); or

(c)    a poll is demanded.

250JA(2)    
This section applies despite subsection 250J(1) and anything in the company ' s constitution.

SECTION 250K   MATTERS ON WHICH A POLL MAY BE DEMANDED  

250K(1)   [ Any resolution]  

A poll may be demanded on any resolution.

250K(2)   [ Company's constitution]  

If a company has a constitution, the constitution may provide that a poll cannot be demanded on any resolution concerning:

(a) the election of the chair of a meeting; or

(b) the adjournment of a meeting.

250K(3)   [ Withdrawal of demand]  

A demand for a poll may be withdrawn.

SECTION 250L   WHEN A POLL IS EFFECTIVELY DEMANDED  

250L(1)   [ Who may demand a poll]  

At a meeting of a company's members, a poll may be demanded by:

(a) at least 5 members entitled to vote on the resolution; or

(b) members with at least 5% of the votes that may be cast on the resolution on a poll; or

(c) the chair.

Note: A proxy may join in the demand for a poll (see paragraph 249Y(1)(c)).

250L(2)   [ Company's constitution]  

If a company has a constitution, the constitution may provide that fewer members or members with a lesser percentage of votes may demand a poll.

250L(3)   [ When poll may be demanded]  

The poll may be demanded:

(a) before a vote is taken; or

(b) before the voting results on a show of hands are declared; or

(c) immediately after the voting results on a show of hands are declared.

250L(4)   [ Percentage of votes]  

The percentage of votes that members have is to be worked out as at the midnight before the poll is demanded.

SECTION 250M   WHEN AND HOW POLLS MUST BE TAKEN (REPLACEABLE RULE - SEE SECTION 135)  

250M(1)    
A poll, other than a poll demanded on the election of a chair or the question of an adjournment, must be taken when and in the manner the chair directs.

250M(2)    
A poll demanded on the election of a chair or on the question of an adjournment must be taken immediately.

SECTION 250MA  

250MA   REQUIREMENTS FOR A SPECIAL RESOLUTION  

For a resolution of a company to have effect as a special resolution:

(a)    notice given under section 249J of the meeting at which the resolution is proposed must include the information required by paragraph 249L(1)(c) in relation to the resolution; and

(b)    the resolution must be passed by at least 75% of the votes cast by members who are entitled to vote on the resolution; and

(c)    the resolution must be otherwise valid.

Division 8 - AGMs of public companies  

SECTION 250N   PUBLIC COMPANY MUST HOLD AGM  

250N(1)    
A public company must hold an annual general meeting ( AGM ) within 18 months after its registration.

250N(2)    
A public company must hold an AGM at least once in each calendar year and within 5 months after the end of its financial year.

Note: An AGM held to satisfy this subsection may also satisfy subsection (1) .

250N(2A)    

An offence based on subsection (1) or (2) is an offence of strict liability.

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

250N(3)    
An AGM is to be held in addition to any other meetings held by a public company in the year.

Note 1: The company ' s annual financial report, sustainability report, directors ' report and auditor ' s reports must be laid before the AGM (see section 317 ).

Note 2: The rules in sections 249C - 250M apply to an AGM.

250N(4)    
A public company that has only 1 member is not required to hold an AGM under this section.

250N(5)    

A company need not comply with subsection (1) if it is covered under section 738ZI at the end of the most recent financial year ending earlier than 18 months after its registration.

250N(6)    

A company need not comply with subsection (2) if it is covered under section 738ZI at the end of the financial year mentioned in subsection (2) .

SECTION 250P   EXTENSION OF TIME FOR HOLDING AGM  

250P(1)   [ Application to ASIC]  

A public company may lodge an application with ASIC to extend the period within which section 250N requires the company to hold an AGM.

250P(2)   [ ASIC may extend period]  

If the company applies before the end of the period within which the company would otherwise be required to hold an AGM, ASIC may extend the period in writing. ASIC must specify the period of the extension.

250P(3)   [ When AGM to be held]  

A company granted an extension under subsection (2) must hold its AGM within the extended period.

250P(4)   [ Conditions]  

ASIC may impose conditions on the extension and the company must comply with those conditions.

250P(5)   [ Strict liability offence]  

An offence based on subsection (3) or (4) is an offence of strict liability.

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

SECTION 250PAA   EXEMPTIONS BY ASIC - CLASS ORDERS RELATING TO EXTERNALLY-ADMINISTERED COMPANIES  

250PAA(1)    
ASIC may, by legislative instrument, make an order exempting any of the following from section 250N :

(a)    a specified class of companies that are being wound up;

(b)    a specified class of companies under administration;

(c)    a specified class of companies subject to deeds of company arrangement;

(d)    

a specified class of companies under restructuring;

(e)    

a specified class of companies subject to restructuring plans.

250PAA(2)    
The order may be:

(a)    unconditional; or

(b)    subject to one or more specified conditions.

250PAA(3)    
ASIC must cause a copy of the order to be published in the Gazette .

SECTION 250PAB   EXEMPTIONS BY ASIC - INDIVIDUAL EXTERNALLY-ADMINISTERED COMPANIES  

250PAB(1)    
The liquidator of a company that is being wound up may lodge an application with ASIC to exempt the company from section 250N .

250PAB(2)    
The administrator of a company under administration may lodge an application with ASIC to exempt the company from section 250N .

250PAB(3)    
The administrator of a deed of company arrangement may lodge an application with ASIC to exempt the company from section 250N .

250PAB(3A)    

The restructuring practitioner for a company under restructuring may lodge an application with ASIC to exempt the company from section 250N .

250PAB(3B)    

The restructuring practitioner for a restructuring plan for a company may lodge an application with ASIC to exempt the company from section 250N .

250PAB(4)    
If an application is lodged under subsection (1), (2) or (3), ASIC may, by writing, exempt the company from section 250N .

250PAB(5)    
The exemption may be:

(a) unconditional; or

(b) subject to one or more specified conditions.

250PAB(6)    
ASIC must cause a copy of the exemption to be published in the Gazette .

SECTION 250PA   WRITTEN QUESTIONS TO AUDITOR SUBMITTED BY MEMBERS OF LISTED COMPANY BEFORE AGM  

250PA(1)   Member may submit question.  

A member of a listed company who is entitled to cast a vote at the AGM may submit a written question to the auditor under this section if the question is relevant to:

(a)    

the content of any auditor ' s report to be considered at the AGM; or

(b)    

the conduct of the audit of the annual financial report or annual sustainability report to be considered at the AGM.

The member submits the question to the auditor under this subsection by giving the question to the listed company no later than the fifth business day before the day on which the AGM is held.

250PA(2)    
Despite the question being one that is addressed to the auditor, the listed company may:

(a)    examine the contents of the question; and

(b)    make a copy of the question.

250PA(3)   Company to pass question on to auditor.  

The listed company must, as soon as practicable after the question is received by the company, pass the question on to the auditor. The company must pass the question on to the auditor even if the company believes the question is not relevant to the matters specified in paragraph (1)(a) and (b).

250PA(4)   Contravention by individual auditor.  

If the auditor is an individual auditor, the auditor contravenes this subsection if the auditor does not prepare, and give to the listed company, a document (the question list ) that sets out the questions that:

(a)    the listed company has passed on to the auditor; and

(b)    the auditor considers to be relevant to the matters specified in paragraphs (1)(a) and (b);

as soon as practicable after the end of the time for submitting questions under subsection (1) and a reasonable time before the AGM.

250PA(5)    
An offence based on subsection (4) is an offence of strict liability.

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

250PA(6)   Contravention by lead auditor.  

A person contravenes this subsection if:

(a)    the auditor is an audit firm or audit company; and

(b)    the person is the lead auditor for the audit; and

(c)    the person does not prepare, and give to the listed company, a document (the question list ) that sets out the questions that:

(i) the listed company has passed on to the auditor; and

(ii) the person considers to be relevant to the matters specified in paragraphs (1)(a) or (b);

as soon as practicable after the end of the time for submitting questions under subsection (1) and a reasonable time before the AGM.

250PA(7)    
An offence based on subsection (6) is an offence of strict liability.

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

250PA(8)   Certain questions do not need to be included in question list.  

A question need not be included in the question list under subsection (4) or (6) if:

(a)    the question list includes a question that is the same in substance as that question (even if it is differently expressed); or

(b)    it is not practicable to include the question in the question list, or to decide whether to include the question in the question list, because of the time when the question is passed on to the auditor.

250PA(9)   Listed company to make question list available at AGM.  

The listed company must, at or before the start of the AGM, make copies of the question list reasonably available to the members attending the AGM.

SECTION 250R   BUSINESS OF AGM  

250R(1)    
The business of an AGM may include any of the following, even if not referred to in the notice of meeting:

(a)    

the consideration of the annual financial report, sustainability report, directors ' report and auditor ' s reports;

(b)    the election of directors;

(c)    the appointment of the auditor;

(d)    the fixing of the auditor ' s remuneration.

Advisory resolution for adoption of remuneration report

250R(2)    

At a listed company ' s AGM, a resolution that the remuneration report be adopted must be put to the vote.

Note: Under paragraph 249L(2)(a) , the notice of the AGM must inform members that this resolution will be put at the AGM.

250R(3)    

The vote on the resolution is advisory only and does not bind the directors or the company.

Voting on advisory resolution by key management personnel or closely related parties

250R(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.

250R(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.

250R(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.

250R(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) .

250R(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.

250R(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.

250R(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.

SECTION 250RA   AUDITOR REQUIRED TO ATTEND LISTED COMPANY ' S AGM  

250RA(1)   Contravention by individual auditor.  

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 an auditor ' s 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.

250RA(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 .

250RA(3)   Contravention by lead auditor.  

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 an auditor ' s 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.

250RA(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 .

SECTION 250S   QUESTIONS AND COMMENTS BY MEMBERS ON COMPANY MANAGEMENT AT AGM  

250S(1)   [ Reasonable opportunity]  

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.

250S(2)   [ Strict liability offence]  

An offence based on subsection (1) is an offence of strict liability.

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

SECTION 250SA   LISTED COMPANY - REMUNERATION REPORT  

250SA(1)    
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 .

250SA(2)    

An offence based on subsection (1) is an offence of strict liability.

SECTION 250T   QUESTIONS BY MEMBERS OF AUDITORS AT AGM  

250T(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 audits; and

(ii) the preparation and content of the auditor ' s reports; and

(iii) the accounting policies adopted by the company in relation to the preparation of the financial statements; and

(iiia) the policies adopted by the company in relation to the preparation of any sustainability reports the company is required to prepare; and

(iv) the independence of the auditor in relation to the conduct of audits; and

(b)    allow a reasonable opportunity for the auditor or their representative to answer written questions submitted to the auditor under section 250PA .

250T(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 .

250T(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.

250T(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  

SECTION 250U  

250U   APPLICATION  

This Division applies in relation to a listed company if:

(a) at an AGM (the later AGM ) of the company, at least 25% of the votes cast on a resolution that the remuneration report be adopted were against adoption of the report; and

(b) at the immediately preceding AGM (the earlier AGM ) of the company, at least 25% of the votes cast on a resolution that the remuneration report be adopted wereagainst adoption of the report; and

(c) a resolution was not put to the vote at the earlier AGM under an earlier application of section 250V .

Note: Subsection 250R(2) requires a resolution to adopt a remuneration report for a listed company to be put to the vote at the company ' s AGM.

SECTION 250V   RESOLUTION TO HOLD FRESH ELECTIONS FOR DIRECTORS AT SPECIAL MEETING TO BE PUT TO VOTE AT AGM  

250V(1)    
At the later AGM, there must be put to the vote a resolution (the spill resolution ) that:

(a)    another meeting (the spill meeting ) of the company ' s members be held within 90 days; and

(b)    

all the company ' s directors who:

(i) were directors of the company when the resolution to make the directors ' report considered at the later AGM was passed; and

(ii) are not a managing director of the company who may, in accordance with the listing rules for a declared financial market in whose official list the company is included, continue to hold office indefinitely without being re-elected to the office;

cease to hold office immediately before the end of the spill meeting; and

(c)    resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to the vote at the spill meeting.

250V(2)    
Subsections 250R(4) , (5) , (6) , (7) , (8) , (9) and (10) , and other provisions of this Act so far as they relate to any of those subsections, apply in relation to the spill resolution in the same way as they apply in relation to a resolution that a remuneration report be adopted.

250V(3)    
To avoid doubt, section 203D does not apply in relation to the spill resolution.

SECTION 250W   CONSEQUENCES OF SPILL RESOLUTION BEING PASSED  

250W(1)    
This section applies if the spill resolution is passed.

Deadline for holding spill meeting

250W(2)    
The company must hold the spill meeting within 90 days after the spill resolution was passed.

250W(3)    
Nothing in subsection (2) authorises any person to disregard:

(a) section 249HA (Amount of notice of meetings of listed company); or

(b) if a person intends to move a resolution relating to the appointment of a director of the company - any provision of the company ' s constitution that requires a minimum period of notice for such a resolution.

Note: Division 3 (which includes section 249HA ) deals with giving notice of the spill meeting. Division 5 contains rules relevant to holding the spill meeting.

If relevant directors cease to hold office before deadline

250W(4)    
The company need not hold the spill meeting within 90 days after the spill resolution was passed if, before the end of that period, none of the company ' s directors described in paragraph 250V(1)(b) remain as directors of the company.

Consequences of failure to hold spill meeting in time

250W(5)    
If the company does not hold the spill meeting within 90 days after the spill resolution was passed, each person who is a director of the company at the end of those 90 days commits an offence.

Note: A person who is a director at the end of those 90 days may commit an offence even if he or she was not a director when the spill resolution was passed.

250W(6)    
An offence against subsection (5) is an offence of strict liability.

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

250W(7)    
Subsection (5) does not apply if the company need not hold the spill meeting because of subsection (4).

Note: A defendant bears an evidential burden in relation to the matter in subsection (7): see subsection 13.3(3) of the Criminal Code .

250W(8)    
Subsection (5) does not apply to a person who was not a director of the company at any time during the period:

(a) starting when the spill resolution was passed; and

(b) ending at the last time notice of the spill meeting could have been given to hold the spill meeting within 90 days after the spill resolution was passed and comply with section 249HA (Amount of notice of meetings of listed company).

Note: A defendant bears an evidential burden in relation to the matter in subsection (8): see subsection 13.3(3) of the Criminal Code .

Cessation of relevant directors and commencement of newly-appointed directors

250W(9)    
All the company ' s directors described in paragraph 250V(1)(b) cease to hold office immediately before the end of the spill meeting and the directors appointed by the meeting commence to hold office at the end of that meeting. This subsection has effect despite anything else in this Act and the company ' s constitution.

SECTION 250X   ENSURING THERE ARE AT LEAST 3 DIRECTORS AFTER SPILL MEETING  

250X(1)    
This section applies if there would be fewer than 3 directors of the company immediately after the spill meeting apart from this section.

Note: Subsection 201A(2) requires the company to have at least 3 directors.

250X(2)    
Enough directors to ensure that the company has 3 directors immediately after the spill meeting are taken to have been appointed, by resolution passed at the spill meeting, from the persons who:

(a) gave the company signed consents to act as directors of the company in anticipation of being appointed by such a resolution; and

(b) were not appointed as directors by such a resolution apart from this section.

Note: The number of directors taken under subsection (2) to have been appointed is the difference between 3 and the number of directors holding office immediately after the spill meeting apart from this section.

250X(3)    
The persons taken to have been appointed are those with the highest percentages of votes favouring their appointment cast at the spill meeting on the resolution for their appointment (even if less than half the votes cast on the resolution were in favour of their appointment).

Example: Suppose that, under subsection (2), 2 directors are taken to have been appointed, and the percentages of votes favouring appointment were 50% for Jean, 40% for Karl and 30% for Lionel. Jean and Karl would both be taken to have been appointed directors, but Lionel would not.

250X(4)    
For the purposes of this section, if 2 or more persons have the same percentage of votes favouring their appointment, the one of those persons chosen by the director or directors who hold office apart from this subsection is taken to have a higher percentage than the rest of those persons.

Note: A director who holds office apart from subsection (4) could make a series of choices if 3 or more persons all have the same percentage of votes favouring their appointment and it is necessary to work out which 2 of those persons are taken to be appointed as directors.

250X(5)    
If a person is taken to have been appointed because of a choice under subsection (4), the company must confirm the appointment by resolution at the company ' s next AGM. If the appointment is not confirmed, the person ceases to be a director of the company at the end of the AGM.

250X(6)    
This section has effect despite anything else in this Act and the company ' s constitution.

SECTION 250Y  

250Y   TERM OF OFFICE OF DIRECTOR REAPPOINTED AT SPILL MEETING  

If a director who ceased to hold office immediately before the end of the spill meeting is appointed as director by resolution passed at the spill meeting, his or her term of office runs as if the cessation and appointment had not happened.

Note: This section is subject to subsection 250X(5) .