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CORPORATIONS ACT 2001

CHAPTER 2D - OFFICERS AND EMPLOYEES  

PART 2D.2 - RESTRICTIONS ON INDEMNITIES, INSURANCE AND TERMINATION PAYMENTS  

Division 2 - Termination payments  

SECTION 200E  APPROVAL BY MEMBERS  

200E(1)  Conditions for member approval.  

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For the purposes of section 200B, the conditions set out in subsections (1B), (2) and (2A) must be satisfied for there to be member approval under this section for the giving of the benefit to the person in connection with the retiree's retirement from the office or position.

200E(1A)  [Conditions for member approval for benefits on transfer of undertaking or property]  

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For the purposes of section 200C, the conditions set out in subsections (1B) and (2) must be satisfied for there to be member approval under this section for the giving of the benefit.

200E(1B)  First condition.  

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The first condition is that the giving of the benefit be approved by a resolution passed at a general meeting of:


(a) the company; and


(b) if the company is a subsidiary of a listed domestic corporation - the listed corporation; and


(c) if the company has a holding company that:


(i) is a domestic corporation that is not listed; and

(ii) is not itself a subsidiary of a domestic corporation;
the holding company.

200E(2)  Second condition.  

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The second condition is that details of the benefit must be set out in, or accompany, the notice of the general meeting that is to consider the resolution. The details must include:


(a) if the proposed benefit is a payment:


(i) the amount of the payment; or

(ii) if that amount cannot be ascertained at the time of the disclosure - the manner in which that amount is to be calculated and any matter, event or circumstance that will, or is likely to, affect the calculation of that amount; and


(b) otherwise:

(i) the money value of the proposed benefit; or

(ii) if that value cannot be ascertained at the time of the disclosure - the manner in which that value is to be calculated and any matter, event or circumstance that will, or is likely to, affect the calculation of that value.
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These requirements are in addition to, and not in derogation of, any other law that requires disclosure to be made with respect to giving or receiving a benefit.

200E(2A)  Third condition - for approvals relating to section 200B.  

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The third condition is that at the general meeting, a vote on the resolution must not be cast (in any capacity) by or on behalf of:


(a) the retiree; or


(b) an associate of the retiree.

200E(2B)  [Exception to third condition]  

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Subsection (2A) does not prevent the casting of a vote if:


(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the resolution; and


(b) it is not cast on behalf of the retiree or an associate of the retiree.

200E(2C)  [Regulations]  

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The regulations may prescribe cases where subsection (2A) does not apply.

200E(3)  Meeting may approve a lesser benefit.  

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For the purposes of subsection (1B), the resolution may give approval by approving the giving of another benefit to the person if:


(a) the other benefit is given to the person instead of the proposed benefit; and


(b) the amount or money value of the benefit is less than the amount or money value of the proposed benefit.

200E(4)  Effect of approval on directors' duties.  

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Member approval under this section does not relieve a director of a body corporate from any duty to the body corporate (whether under section 180, 181, 182, 183 or 184 or otherwise and whether of a fiduciary nature or not) in connection with the giving of the benefit.


 



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