Corporations Act 2001

The business of an AGM may include any of the following, even if not referred to in the notice of meeting:

the consideration of the annual financial report, sustainability report, directors’ report and auditor’s reports;

the election of directors;

the appointment of the auditor;

the fixing of the auditor’s remuneration.

At a listed company’s AGM, a resolution that the remuneration report be adopted must be put to the vote.

Under paragraph 249L(2)(a), the notice of the AGM must inform members that this resolution will be put at the AGM.

The vote on the resolution is advisory only and does not bind the directors or the company.

A vote on the resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

a member of the key management personnel details of whose remuneration are included in the remuneration report;

a closely related party of such a member.

However, a person (the voter) described in subsection (4) may cast a vote on the resolution as a proxy if the vote is not cast on behalf of a person described in subsection (4) and either:

the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

the voter is the chair of the meeting and the appointment of the chair as proxy:

does not specify the way the proxy is to vote on the resolution; and

expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the company or, if the company is part of a consolidated entity, for the entity.

ASIC may by writing declare that:

subsection (4) does not apply to a specified resolution; or

subsection (4) does not prevent the casting of a vote, on a specified resolution, by or on behalf of a specified entity;

A person described in subsection (4) contravenes this subsection if a vote on the resolution is cast by or on behalf of the person in contravention of that subsection (whether or not the resolution is passed).

A contravention of this subsection is an offence: see subsection 1311(1).

A vote cast in contravention of subsection (4) is taken not to have been cast. This subsection has effect for the purposes of this Act except subsections (4) and (7) and subsection 250BD(1), and section 1311 and Schedule 3 so far as they relate to any of those subsections.

This means the vote is not counted in working out a percentage of votes cast or whether the resolution is passed, and does not affect the validity of the resolution.

For the purposes of this section, a vote is cast on behalf of a person if, and only if, it is cast:

as proxy for the person; or

otherwise on behalf of the person; or

in respect of a share in respect of which the person has:

power to vote; or

power to exercise, or control the exercise of, a right to vote.

Subject to Part 1.1A, subsections (4), (5), (6), (7), (8) and (9) have effect despite:

anything else in:

this Act; or

any other law (including the general law) of a State or Territory; and

anything in the company’s constitution.