Where executive directors stand to receive employment retention bonuses contingent on scheme implementation, the court will not refuse to convene a scheme meeting provided: (1) the bonuses are modest and dependent on continuing employment rather than merely scheme approval; (2) the directors have taken independent legal advice before joining in the recommendation; and (3) there is fulsome disclosure of the directors' interests. The question of whether directors with such interests may join in a unanimous recommendation remains fact-sensitive, with a noted divergence of judicial views between the WASC and Federal Court.
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