THE CORPORATIONS LAW

CHAPTER 2E - RELATED PARTY TRANSACTIONS

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PART 2E.1 - MEMBER APPROVAL NEEDED FOR RELATED PARTY BENEFIT

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Division 2 - Exceptions to the requirement for member approval

SECTION 211   REMUNERATION AND REIMBURSEMENT FOR OFFICER OR EMPLOYEE  

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211(1)  Benefits that are reasonable remuneration.  

Member approval is not needed to give a financial benefit if:

(a)  the benefit is remuneration to a related party as an officer or employee of the following:

(i) the public company
(ii) an entity that the public company controls
(iii) an entity that controls the public company
(iv) an entity that is controlled by an entity that controls the public company; and

(b)  to give the remuneration would be reasonable given:

(i) the circumstances of the public company or entity giving the remuneration; and
(ii) the related party's circumstances (including the responsibilities involved in the office or employment).

211(2)  Benefits that are payments of expenses incurred.  

Member approval is not needed to give a financial benefit if:

(a)  the benefit is payment of expenses incurred or to be incurred, or reimbursement for expenses incurred, by a related party in performing duties as an officer or employee of the following:

(i) the public company
(ii) an entity that the public company controls
(iii) an entity that controls the public company
(iv) an entity that is controlled by an entity that controls the public company; and

(b)  to give the benefit would be reasonable in the circumstances of the public company or entity giving the remuneration.

211(3)  [Definitions]  

For the purposes of this section:

(a)  a contribution made by a body corporate to a fund for the purpose of making provision for, or obtaining, superannuation benefits for an officer of the body, or for dependants of an officer of the body, is remuneration provided by the body to the officer of the body; and

(b)  a financial benefit given to a person because of the person ceasing to hold an office or employment as an officer or employee of a body corporate is remuneration paid or provided to the person in a capacity as an officer of the body.

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