THE CORPORATIONS LAW

CHAPTER 2D - OFFICERS AND EMPLOYEES

PART 2D.2 - RESTRICTIONS ON INDEMNITIES, INSURANCE AND TERMINATION PAYMENTS

Division 2 - Termination payments

SECTION 200E   APPROVAL BY MEMBERS  

200E(1)  [Method for approval]  

If section 200B or 200C requires member approval for giving a person a benefit, it must be approved by a resolution passed at a general meeting of:

(a)  the company; and

(b)  if the company is a subsidiary of a listed domestic corporation - the listed corporation; and

(c)  if the company has a holding company that:

(i) is a domestic corporation that is not listed; and

(ii) is not itself a subsidiary of a domestic corporation - the holding company.

200E(2)  [Details in notice]  

Details of the benefit must be set out in, or accompany, the notice of the meeting at which the resolution is to be considered. The details must include:

(a)  if the proposed benefit is a payment:

(i) the amount of the payment; or

(ii) if that amount cannot be ascertained at the time of the disclosure - the manner in which that amount is to be calculated and any matter, event or circumstance that will, or is likely to, affect the calculation of that amount; and

(b)  otherwise:

(i) the money value of the proposed prescribed benefit; or

(ii) if that value cannot be ascertained at the time of the disclosure - the manner in which that value is to be calculated and any matter, event or circumstance that will, or is likely to, affect the calculation of that value.

These requirements are in addition to, and not in derogation of, any other law that requires disclosure to be made with respect to giving or receiving a benefit.

200E(3)  [Extension of approval]  

The approval extends to the giving of another benefit to the person if:

(a)  the other benefit is given to the person instead of the proposed benefit; and

(b)  the amount or money value of the benefit is less than the amount or money value of the proposed benefit.

200E(4)  [Duty to body corporate]  

The approval does not relieve a director of a body corporate from any duty to the body corporate (whether under section 180,181,182,183 or 184 or otherwise and whether of a fiduciary nature or not) in connection with the giving of the benefit.