Corporations Act 2001

CHAPTER 2G - MEETINGS  

PART 2G.7 - INDEPENDENT REPORTS ON POLLS  

SECTION 253U  

253U   APPLICATION OF PART  

This Part applies:

(a)    in relation to a company, if the company is listed; and

(b)    in relation to a registered scheme, if the scheme is listed.

SECTION 253UA  

253UA   INDEPENDENT PERSONS  

A reference in a provision of this Part to an independent person is a reference to a person who is independent of the company or registered scheme to which the provision applies.

SECTION 253UB   COMPANY MEMBERS ' RIGHTS TO REQUEST OBSERVER AND REPORT ON CONDUCT OF POLL  

253UB(1)    
Members of a company with at least 5% of the votes that may be cast at a meeting of the company ' s members may request the company to appoint an independent person to:

(a)    observe the conduct of a poll at the meeting; and

(b)    prepare a report on the conduct of the poll.

253UB(2)    
The request must:

(a)    be in writing; and

(b)    identify the poll to which it relates; and

(c)    be made no later than 5 business days before the day the meeting is held.

253UB(3)    
A company commits an offence if:

(a)    the company receives a request under subsection (1) ; and

(b)    the company fails to take reasonable steps to:

(i) ensure that an independent person observes the conduct of the poll to which the request relates; and

(ii) ensure that the independent person prepares a report on the conduct of the poll; and

(iii) ensure that a copy of the report is made readily available to the members of the company within a reasonable time after the request is received.

253UB(4)    
An offence based on subsection (3) is an offence of strict liability.

253UB(5)    
A company that appoints an independent person for the purposes of this section is liable to pay the independent person ' s fees.

253UB(6)    
To avoid doubt, an independent person appointed for the purposes of this section may be an auditor or a registry service provider (including an auditor or a registry service provider of the company concerned), unless the relevant poll concerns an issue or a matter relating to the person.

SECTION 253UC   COMPANY MEMBERS ' RIGHTS TO REQUEST SCRUTINY AND REPORT ON OUTCOME OF POLL  

253UC(1)    
Members of a company with at least 5% of the votes that may be cast at a meeting of the company ' s members may request the company to appoint an independent person to:

(a)    scrutinise the outcome of a poll at the meeting; and

(b)    prepare a report on the outcome of the poll.

253UC(2)    
The request must:

(a)    be in writing; and

(b)    identify the poll to which it relates; and

(c)    be made no later than 5 business days after the day the meeting is held.

253UC(3)    
To avoid doubt, the request may be made before the meeting is held.

253UC(4)    
A company commits an offence if:

(a)    the company receives a request under subsection (1) ; and

(b)    the company fails to take reasonable steps to:

(i) ensure that an independent person scrutinises the outcome of the poll to which the request relates; and

(ii) ensure that the independent person prepares a report on the outcome of the poll; and

(iii) ensure that a copy of the report is made readily available to the members of the company within a reasonable time after the request is received.

253UC(5)    
An offence based on subsection (4) is an offence of strict liability.

253UC(6)    
A company that appoints an independent person for the purposes of this section is liable to pay the independent person ' s fees.

253UC(7)    
To avoid doubt, an independent person appointed for the purposes of this section may be an auditor or a registry service provider (including an auditor or a registry service provider of the company concerned), unless the relevant poll concerns an issue or a matter relating to the person.

253UC(8)    
To avoid doubt, if the same independent person is appointed under section 253UB and this section in relation to a poll, the reports on the conduct and outcome of the poll may be included in a single report.

SECTION 253UD   REGISTERED SCHEME MEMBERS ' RIGHTS TO REQUEST OBSERVER AND REPORT ON CONDUCT OF POLL  

253UD(1)    
Members of a registered scheme with at least 5% of the votes that may be cast at a meeting of the scheme ' s members may request the responsible entity of the scheme to appoint an independent person to:

(a)    observe the conduct of a poll at the meeting; and

(b)    prepare a report on the conduct of the poll.

253UD(2)    
The request must:

(a)    be in writing; and

(b)    identify the poll to which it relates; and

(c)    be made no later than 5 business days before the day the meeting is held.

253UD(3)    
A responsible entity of a registered scheme commits an offence if:

(a)    the responsible entity receives a request under subsection (1) ; and

(b)    the responsible entity fails to take reasonable steps to:

(i) ensure that an independent person observes the conduct of the poll to which the request relates; and

(ii) ensure that the independent person prepares a report on the conduct of the poll; and

(iii) ensure that a copy of the report is made readily available to the members of the scheme within a reasonable time after the request is received.

253UD(4)    
An offence based on subsection (3) is an offence of strict liability.

253UD(5)    
A responsible entity of a registered scheme that appoints an independent person for the purposes of this section is liable to pay the independent person ' s fees.

253UD(6)    
To avoid doubt, an independent person appointed for the purposes of this section may be an auditor or a registry service provider (including an auditor or a registry service provider of the registered scheme concerned), unless the relevant poll concerns an issue or a matter relating to the person.

SECTION 253UE   REGISTERED SCHEME MEMBERS ' RIGHTS TO REQUEST SCRUTINY AND REPORT ON OUTCOME OF POLL  

253UE(1)    
Members of a registered scheme with at least 5% of the votes that may be cast at a meeting of the scheme ' s members may request the responsible entity of the scheme to appoint an independent person to:

(a)    scrutinise the outcome of a poll at the meeting; and

(b)    prepare a report on the outcome of the poll.

253UE(2)    
The request must:

(a)    be in writing; and

(b)    identify the poll to which it relates; and

(c)    be made no later than 5 business days after the day the meeting is held.

253UE(3)    
To avoid doubt, the request may be made before the meeting is held.

253UE(4)    
A responsible entity of a registered scheme commits an offence if:

(a)    the responsible entity receives a request under subsection (1) ; and

(b)    the responsible entity fails to take reasonable steps to:

(i) ensure that an independent person scrutinises the outcome of the poll to which the request relates; and

(ii) ensure that the independent person prepares a report on the outcome of the poll; and

(iii) ensure that a copy of the report is made readily available to the members of the scheme within a reasonable time after the request is received.

253UE(5)    
An offence based on subsection (4) is an offence of strict liability.

253UE(6)    
A responsible entity of a registered scheme that appoints an independent person for the purposes of this section is liable to pay the independent person ' s fees.

253UE(7)    
To avoid doubt, an independent person appointed for the purposes of this section may be an auditor or a registry service provider (including an auditor or a registry service provider of the registered scheme concerned), unless the relevant poll concerns an issue or a matter relating to the person.

253UE(8)    
To avoid doubt, if the same independent person is appointed under section 253UD and this section in relation to a poll, the reports on the conduct and outcome of the poll may be included in a single report.

SECTION 253UF   RIGHT OF INDEPENDENT PERSON TO INFORMATION  

Right to information

253UF(1)    
An independent person appointed for the purposes of section 253UB , 253UC , 253UD or 253UE in relation to a poll may make a request for any information that the person reasonably considers is necessary for the purposes of:

(a)    if the person is appointed under section 253UB or 253UD - observing and preparing a report on the conduct of the poll; or

(b)    if the person is appointed under section 253UC or 253UE - scrutinising and preparing a report on the outcome of the poll.

253UF(2)    
A company commits an offence if:

(a)    the company receives a request for information under subsection (1) ; and

(b)    the company fails to take reasonable steps to provide the information to the independent person within a reasonable time after receiving the request.

253UF(3)    
A responsible entity of a registered scheme commits an offence if:

(a)    the responsible entity receives a request for information under subsection (1) ; and

(b)    the responsible entity fails to take reasonable steps to provide the information to the independent person within a reasonable time after receiving the request.

253UF(4)    
An offence based on subsection (2) or (3) is an offence of strict liability.

SECTION 253UG   RECORD-KEEPING FOR REPORTS ON POLLS  

253UG(1)    
A company commits an offence if:

(a)    the company receives a report on the conduct or outcome of a poll from an independent person appointed for the purposes of section 253UB or 253UC (as the case requires) in relation to the poll; and

(b)    the company fails to keep a copy of the report.

253UG(2)    
A responsible entity of a registered scheme commits an offence if:

(a)    the responsible entity receives a report on the conduct or outcome of a poll from an independent person appointed for the purposes of section 253UD or 253UE (as the case requires) in relation to the poll; and

(b)    the responsible entity fails to keep a copy of the report.

253UG(3)    
An offence based on subsection (1) or (2) is an offence of strict liability.