Corporations Act. Australia
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Название: Corporations Act

Автор: Australia

Издательство: Проспект

Жанр: Юриспруденция, право

Серия:

isbn: 9785392086429

isbn:

СКАЧАТЬ a listed company’s auditor for a financial year is an audit firm or an audit company; and

      (b) the person is the lead auditor for the audit; and

      (c) the person is not represented, at the AGM at which the audit report for that financial year is considered, by a person who:

      (i) is a suitably qualified member of the audit team that conducted the audit; and

      (ii) is in a position to answer questions about the audit.

      (4) An offence based on subsection (3) is an offence of strict liability.

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

      250S Questions and comments by members on company management at AGM

      (1) The chair of an AGM must allow a reasonable opportunity for the members as a whole at the meeting to ask questions about or make comments on the management of the company.

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

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

      250SA Listed company — remuneration report

      At a listed company’s AGM, the chair must allow a reasonable opportunity for the members as a whole to ask questions about, or make comments on, the remuneration report. This section does not limit section 250S.

      250T Questions by members of auditors at AGM

      (1) If the company’s auditor or their representative is at the meeting, the chair of an AGM must:

      (a) allow a reasonable opportunity for the members as a whole at the meeting to ask the auditor or the auditor’s representative questions relevant to:

      (i) the conduct of the audit; and

      (ii) the preparation and content of the auditor’s report; and

      (iii) the accounting policies adopted by the company in relation to the preparation of the financial statements; and

      (iv) the independence of the auditor in relation to the conduct of the audit; and

      (b) allow a reasonable opportunity for the auditor or their representative to answer written questions submitted to the auditor under section 250PA.

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

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

      (3) If:

      (a) the company’s auditor or their representative is at the meeting; and

      (b) the auditor has prepared a written answer to a written question submitted to the auditor under section 250PA;

      the Chair of the AGM may permit the auditor or their representative to table the written answer to the written question.

      (4) The listed company must make the written answer tabled under subsection (3) reasonably available to members as soon as practicable after the AGM.

      Division 9 — Meetings arising from concerns about remuneration reports

      250U Application

      This Division applies in relation to a listed company if:

      (a) at an AGM (the later AGM) of the company, at least 25 % of the votes cast on a resolution that the remuneration report be adopted were against adoption of the report; and

      (b) at the immediately preceding AGM (the earlier AGM) of the company, at least 25 % of the votes cast on a resolution that the remuneration report be adopted were against adoption of the report; and

      (c) a resolution was not put to the vote at the earlier AGM under an earlier application of section 250V.

      Note: Subsection 250R(2) requires a resolution to adopt a remuneration report for a listed company to be put to the vote at the company’s AGM.

      250V Resolution to hold fresh elections for directors at special meeting to be put to vote at AGM

      (1) At the later AGM, there must be put to the vote a resolution (the spill resolution) that:

      (a) another meeting (the spill meeting) of the company’s members be held within 90 days; and

      (b) all the company’s directors who:

      (i) were directors of the company when the resolution to make the directors’ report considered at the later AGM was passed; and

      (ii) are not a managing director of the company who may, in accordance with the listing rules for a prescribed financial market in whose official list the company is included, continue to hold office indefinitely without being re‑elected to the office;

      cease to hold office immediately before the end of the spill meeting; and

      (c) resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to the vote at the spill meeting.

      (2) Subsections 250R(4), (5), (6), (7), (8), (9) and (10), and other provisions of this Act so far as they relate to any of those subsections, apply in relation to the spill resolution in the same way as they apply in relation to a resolution that a remuneration report be adopted.

      (3) To avoid doubt, section 203D does not apply in relation to the spill resolution.

      250W Consequences of spill resolution being passed

      (1) This section applies if the spill resolution is passed.

      Deadline for holding spill meeting

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

      (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

      (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, СКАЧАТЬ