Are you prepared for the Two Strikes? Or will you be out? June 28th 2011

Transcription

1 Are you prepared for the Two Strikes? Or will you be out? June 28th 2011 Copyright Boardroom Limited.

2 Agenda What is changing Critical Dates for the changes What Boardroom has done to assist you in addressing the changes Matters to consider when preparing for your AGM Do you need further assistance 2

3 Overview Three main areas of legislative change that have impact are: Two Strikes and then spill resolution (commences 1 July 2011) Key Management Personnel (and closely related persons) exclusion from voting (commences 1 August 2011) and Removal of cherry picking of proxies (commences 1 August 2011) But also be aware of the No Vacancy resolution requirement (commences 1 July 2011) 3 3

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5 Two Strikes then Spill First Year - 25% or more of vote against the Remuneration Report, the company s subsequent report must explain: The company s actions to address the issues raised; or The reasons the Board chose not to do anything Second Year - 25% or more of vote against the Remuneration Report, spill resolution is to be put to the meeting. Spill resolution is an ordinary resolution therefore needs 50% or more to pass 5

6 Two Strikes then Spill Spill meeting has to be held within 90 (calendar) days of the spill resolution being passed Usual notice periods apply to the spill meeting. Also, normal director nomination requirements apply Managing Director does not have to stand for election at the spill meeting 6

7 Matters to consider What is a vote - show of hands or poll: Sec 250J resolution must be decided on a show of hands unless a poll is demanded. Should there be a count of hands for the purpose of the minutes (even though the provision does not require this information to be recorded)? and Should, in the interests of good corporate governance, the resolution be put to a poll? Second Year: Have to include the spill resolution in the notice of meeting Have to put the remuneration resolution to a vote; If more than 25% vote against for second time, spill resolution to be put to a vote Suggest these resolutions be dealt with last so other resolutions can be considered and (hopefully) passed 7

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9 Key Management Personnel Definition Key Management Personnel: Has the same meaning as in the accounting standards Definition Closely Related Party Spouse or child of the KMP Child of the KMP s spouse Dependant of the KMP or the KMP s spouse Anyone else that is a member of the KMP s family and who may be expected to influence the KMP or be influenced by the KMP A company the KMP controls A person prescribed by the regulations 9

10 Key Management Personnel KMP and Closely Related Parties prohibited from voting their own shares and any undirected proxies on: The Remuneration Report; and A spill motion if one is required Exception The KMP is the Chair of the Meeting; and The shareholder provides informed consent for the Chair/KMP to vote KMP to vote Directed proxies A vote cast by a KMP does not affect the validity of the resolution votes should not be counted in the poll 10

11 Key Management Personnel If the Chairman of the Meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of resolution [n], please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman of the Meeting for those resolutions, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called. The Chair intends to vote all undirected proxies in favour of the resolution. [n] being the resolution(s) flagged as remuneration or spill resolution 11

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15 Ban on Proxy Cherry Picking Currently the Chair is required to vote all directed proxies held Currently non Chair proxies are not subject to similar requirements New law will require that all proxy holders vote as directed If proxy holder does not attend or they attend but do not vote, the proxies fail over to the Chair and are to be voted by the Chair as directed BUT undirected proxies do not fail over where the proxy holder attends but does not vote 15

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17 Operating for greater than 40 years with a unique footprint across China, Malaysia, Singapore, Australia and Hong Kong. China One of Asia Pacific's leading providers of: Share registration Corporate Secretarial accounting and payroll investor relations taxation services Australia Service over 4200 public- listed and privately owned companies. Copyright Boardroom Limited.

18 Corporate Secretarial Services The problems Burden to a company s management Distraction from core business activates Can cause unnecessary delays Complex environment Remembering key dates So many forms/documents! The incurrence of fines and even investigation by the regulators 18

19 Corporate Secretarial Services Flexible Solutions, tailored to your needs A Drafting and lodging documents and forms relating to changes to company & director details Subsidiary company management (ASIC changes & compliance). B Option A plus: Board meeting management and minuting C Options A & B including: Preparation and lodgment of announcements. Maintenance of registers and minute books. Free company Health check No obligation 19

20 Senior Management Tom Bloomfield - General Manager, Corporate Secretarial Services Chartered Company Secretary and Member of the Australian Institute of Company Directors. Degree in Law, currently studying Masters Degree. Worked in the Sydney and London offices of international organisations, both 'in-house' and for a corporate services provider. Acted as a Company Secretary and Assistant Company Secretary to various ASX listed clients. Martin Jones - General Manager, Operation Risk & Compliance Member of the Chartered Secretaries Australia NSW Council and a past President of the Securities Registrars Association. 11 years in Computershare and worked with the ASX on the development and implementation of procedures and business rules applying to FAST, CHESS and warrant issues. Degrees in Law and Economics from Monash University, a Graduate Diploma in Company Secretarial Practice 20

21 Thank You Copyright Boardroom Limited.