Corporations Amendment (Meetings and Documents) Act 2022 (9 of 2022)

Schedule 2   Meetings and sending documents

Corporations Act 2001

29   At the end of Chapter 2G

Add:

Part 2G.7 - Independent reports on polls

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.

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.

253UB Company members' rights to request observer and report on conduct of poll

(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.

(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.

(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.

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

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

(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.

253UC Company members' rights to request scrutiny and report on outcome of poll

(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.

(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.

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

(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.

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

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

(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.

(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.

253UD Registered scheme members' rights to request observer and report on conduct of poll

(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.

(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.

(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.

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

(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.

(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.

253UE Registered scheme members' rights to request scrutiny and report on outcome of poll

(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.

(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.

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

(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.

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

(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.

(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.

(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.

253UF Right of independent person to information

Right to information

(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.

(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.

(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.

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

253UG Record-keeping for reports on polls

(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.

(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.

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