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CORPORATIONS ACT 2001

CHAPTER 2D - OFFICERS AND EMPLOYEES  

PART 2D.1 - DUTIES AND POWERS  

Division 2 - Disclosure of, and voting on matters involving, material personal interests  

SECTION 195  RESTRICTIONS ON VOTING - DIRECTORS OF PUBLIC COMPANIES ONLY  

195(1)  Restrictions on voting and being present.  

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A director of a public company who has a material personal interest in a matter that is being considered at a directors' meeting must not:


(a) be present while the matter is being considered at the meeting; or


(b) vote on the matter.

195(1A)  [Limitation]  

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Subsection (1) does not apply if:


(a) subsection (2) or (3) allows the director to be present; or


(b) the interest does not need to be disclosed under section 191.

Note: A defendant bears an evidential burden in relation to the matter in subsection (1A), see subsection 13.3(3) of the Criminal Code.

195(1B)  [Strict liability offence]  

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

Note: For strict liability, see section 6.1 of the Criminal Code.

195(2)  Participation with approval of other directors.  


The director may be present and vote if directors who do not have a material personal interest in the matter have passed a resolution that:


(a) identifies the director, the nature and extent of the director's interest in the matter and its relation to the affairs of the company; and


(b) states that those directors are satisfied that the interest should not disqualify the director from voting or being present.

195(3)  Participation with ASIC approval.  


The director may be present and vote if they are so entitled under a declaration or order made by ASIC under section 196.

195(4)  Director may consider or vote on resolution to deal with matter at general meeting.  


If there are not enough directors to form a quorum for a directors' meeting because of subsection (1), 1 or more of the directors (including those who have a material personal interest in that matter) may call a general meeting and the general meeting may pass a resolution to deal with the matter.

195(5)  Effect of contravention by director.  


A contravention by a director of:


(a) this section; or


(b) a condition attached to a declaration or order made by ASIC under section 196;

does not affect the validity of any resolution.

 



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