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CORPORATIONS ACT 2001

CHAPTER 2G - MEETINGS  

PART 2G.2 - MEETINGS OF MEMBERS OF COMPANIES  

Division 9 - Meetings arising from concerns about remuneration reports  

SECTION 250W  CONSEQUENCES OF SPILL RESOLUTION BEING PASSED  

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250W(1)  

This section applies if the spill resolution is passed.

Deadline for holding spill meeting

250W(2)  

The company must hold the spill meeting within 90 days after the spill resolution was passed.

250W(3)  

Nothing in subsection (2) authorises any person to disregard:


(a) section 249HA (Amount of notice of meetings of listed company); or


(b) if a person intends to move a resolution relating to the appointment of a director of the company - any provision of the company's constitution that requires a minimum period of notice for such a resolution.

Note: Division 3 (which includes section 249HA) deals with giving notice of the spill meeting. Division 5 contains rules relevant to holding the spill meeting.

If relevant directors cease to hold office before deadline

250W(4)  

The company need not hold the spill meeting within 90 days after the spill resolution was passed if, before the end of that period, none of the company's directors described in paragraph 250V(1)(b) remain as directors of the company.

Consequences of failure to hold spill meeting in time

250W(5)  

If the company does not hold the spill meeting within 90 days after the spill resolution was passed, each person who is a director of the company at the end of those 90 days commits an offence.

Note: A person who is a director at the end of those 90 days may commit an offence even if he or she was not a director when the spill resolution was passed.

250W(6)  

An offence against subsection (5) is an offence of strict liability.

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

250W(7)  

Subsection (5) does not apply if the company need not hold the spill meeting because of subsection (4).

Note: A defendant bears an evidential burden in relation to the matter in subsection (7): see subsection 13.3(3) of the Criminal Code.

250W(8)  

Subsection (5) does not apply to a person who was not a director of the company at any time during the period:


(a) starting when the spill resolution was passed; and


(b) ending at the last time notice of the spill meeting could have been given to hold the spill meeting within 90 days after the spill resolution was passed and comply with section 249HA (Amount of notice of meetings of listed company).

Note: A defendant bears an evidential burden in relation to the matter in subsection (8): see subsection 13.3(3) of the Criminal Code.

Cessation of relevant directors and commencement of newly-appointed directors

250W(9)  

All the company's directors described in paragraph 250V(1)(b) cease to hold office immediately before the end of the spill meeting and the directors appointed by the meeting commence to hold office at the end of that meeting. This subsection has effect despite anything else in this Act and the company's constitution.


 



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