A contractual power to amend rules that expressly states it may be exercised even where the amendment adversely affects existing rights or disadvantages existing participants is effective to retrospectively alter accrued rights, including the extension of expired buy-out periods. Such a power must be exercised in good faith and for the purposes for which it was conferred, and is subject to the conceptual limits of 'alteration, modification and addition'. An amendment to a share plan scheme approved under s 205(9)(b) of the Corporations Law takes effect when passed by the authorised committee, not when subsequently approved by a general meeting; the absence of general meeting approval affects only the protection from s 205(1)(a), not the validity of the amendment itself.
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