are you prepared for the two strikes.28.06.11 · two strikes then spill 6 • managing director...
TRANSCRIPT
Are you prepared for the Two Strikes?
Or will you be out?
© Copyright 2010. Boardroom Limited.
June 28th 2011
• What is changing
• Critical Dates for the changes
• What Boardroom has done to assist you in addressing
Agenda
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• What Boardroom has done to assist you in addressing
the changes
• Matters to consider when preparing for your AGM
• Do you need further assistance
28 June 2011
• Three main areas of legislative change that have impact
are:
− Two Strikes and then ‘spill resolution’ (commences 1 July 2011)
− Key Management Personnel (and closely related persons) exclusion
Overview
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− Key Management Personnel (and closely related persons) exclusion
from voting (commences 1 August 2011) and
− Removal of ‘cherry picking’ of proxies (commences 1 August 2011)
• But also be aware of the ‘No Vacancy’ resolution
requirement (commences 1 July 2011)
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• First Year - 25% or more of vote against the
Remuneration Report, the company’s subsequent report
must explain:− The company’s actions to address the issues raised; or
− The reasons the Board chose not to do anything
Two Strikes then Spill
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• Second Year - 25% or more of vote against the
Remuneration Report, ‘spill resolution’ is to be put to the
meeting.
• ‘Spill resolution’ is an ordinary resolution – therefore
needs 50% or more to pass
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• ‘Spill meeting’ has to be held within 90 (calendar) days of
the ‘spill resolution’ being passed
• Usual notice periods apply to the ‘spill meeting’. Also,
normal director nomination requirements apply
Two Strikes then Spill
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• Managing Director does not have to stand for election at
the ‘spill meeting’
28 June 2011
• What is a vote - show of hands or poll:− Sec 250J – resolution must be decided on a show of hands unless a poll
is demanded. Should there be a count of hands for the purpose of the
minutes (even though the provision does not require this information to
be recorded)? and
− Should, in the interests of good corporate governance, the resolution be
put to a poll?
Matters to consider
7
• Second Year:
• Have to include the ‘spill resolution’ in the notice of meeting
• Have to put the remuneration resolution to a vote;
• If more than 25% vote against for second time, ‘spill resolution’ to
be put to a vote
• Suggest these resolutions be dealt with last so other resolutions
can be considered and (hopefully) passed
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• Definition – Key Management Personnel:− Has the same meaning as in the accounting standards
• Definition – Closely Related Party− Spouse or child of the KMP
− Child of the KMP’s spouse
Key Management Personnel
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− Child of the KMP’s spouse
− Dependant of the KMP or the KMP’s spouse
− Anyone else that is a member of the KMP’s family and who may be
expected to influence the KMP or be influenced by the KMP
− A company the KMP controls
− A person prescribed by the regulations
28 June 2011
• KMP and Closely Related Parties prohibited from voting
their own shares and any undirected proxies on:− The Remuneration Report; and
− A spill motion if one is required
• Exception
Key Management Personnel
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• Exception− The KMP is the Chair of the Meeting; and
− The shareholder provides informed consent for the Chair/KMP to vote
• KMP to vote Directed proxies
• A vote cast by a KMP does not affect the validity of the
resolution – votes should not be counted in the poll
28 June 2011
• If the Chairman of the Meeting is appointed as your proxy or may be
appointed by default, and you do not wish to direct your proxy how to vote in
respect of resolution [n], please mark this box. By marking this box, you
acknowledge that the Chairman of the Meeting may vote as your proxy even
if he has an interest in the outcome of the resolution and votes cast by the
Chairman of the Meeting for those resolutions, other than as proxy holder,
Key Management Personnel
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Chairman of the Meeting for those resolutions, other than as proxy holder,
will be disregarded because of that interest. If you do not mark this box, and
you have not directed your proxy how to vote, the Chairman of the Meeting
will not cast your votes on the resolution and your votes will not be counted
in calculating the required majority if a poll is called. The Chair intends to
vote all undirected proxies in favour of the resolution.”
• [n] being the resolution(s) flagged as ‘remuneration’ or ‘spill
resolution’
28 June 2011
Key Management Personnel
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Key Management Personnel
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• Currently the Chair is required to vote all directed proxies
held
• Currently non Chair proxies are not subject to similar
requirements
• New law will require that all proxy holders vote as
Ban on Proxy ‘Cherry Picking’
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• New law will require that all proxy holders vote as
directed
• If proxy holder does not attend or they attend but do not
vote, the proxies fail over to the Chair and are to be voted
by the Chair as directed
• BUT undirected proxies do not fail over where the proxy
holder attends but does not vote
28 June 2011
16 28 June 2011
Operating for greater than 40 years with a
unique footprint across China, Malaysia,
Singapore, Australia and Hong Kong.
One of Asia – Pacific's leading providers of:
Share registration
China
© Copyright 2010. Boardroom Limited.
Corporate Secretarial
accounting and payroll
investor relations
taxation services
Service over 4200 public- listed and
privately owned companies.
Australia
Corporate Secretarial Services
The problems
• Burden to a company’s management
• Distraction from core business activates
• Can cause unnecessary delays
• Complex environment
28 June 201118
• Remembering key dates
• So many forms/documents!
• The incurrence of fines and even
investigation by the regulators
Corporate Secretarial Services
Flexible Solutions, tailored to your needs
• Drafting and lodging documents and forms relating to changes to company & director details
• Subsidiary company management (ASIC changes & compliance).
A
• Option A plus:B
Free company Health check – No obligation
28 June 201119
• Option A plus:
• Board meeting management and minutingB• Options A & B including:
• Preparation and lodgment of announcements.
• Maintenance of registers and minute books.C
Senior Management
Tom Bloomfield - General Manager, Corporate Secretarial Services
• Chartered Company Secretary and Member of the Australian Institute of Company
Directors. Degree in Law, currently studying Masters Degree.
• Worked in the Sydney and London offices of international organisations, both 'in-house'
and for a corporate services provider.
• Acted as a Company Secretary and Assistant Company Secretary to various ASX listed
clients.
Martin Jones - General Manager, Operation Risk & Compliance
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Martin Jones - General Manager, Operation Risk & Compliance
• Member of the Chartered Secretaries Australia NSW Council and a past President of the
Securities Registrars Association.
• 11 years in Computershare and worked with the ASX on the development and
implementation of procedures and business rules applying to FAST, CHESS and warrant
issues.
• Degrees in Law and Economics from Monash University, a Graduate Diploma in
Company Secretarial Practice
Thank You
© Copyright 2010. Boardroom Limited.