Corporations Act. Australia
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Название: Corporations Act
Автор: Australia
Издательство: Проспект
Жанр: Юриспруденция, право
isbn: 9785392086429
isbn:
Note: Failure to comply with this subsection is an offence: see subsection 1311(1).
(3) For each member of the company who votes on the poll by proxy, or by a representative authorised under section 250D, the company must record in writing:
(a) the member’s name; and
(b) in relation to each person who votes as proxy, or as such a representative, for the member:
(i) the person’s name; and
(ii) how many votes the person casts on the resolution as proxy, or as such a representative, for the member; and
(iii) how many of those votes the person casts for the resolution and how many against.
Note: Failure to comply with this subsection is an offence: see subsection 1311(1).
201S Notice of resolution to be lodged
The company must lodge a notice setting out the text of the board limit resolution within 14 days after the resolution is passed.
201T Declaration by court of substantial compliance
(1) The Court may declare that a requirement set by section 201Q, 201R or 201S has been satisfied if the Court finds that it has been substantially satisfied.
(2) A declaration may be made only on the application of an interested person.
201U Consequences of setting board limit in breach of section 201P
Application
(1) This section applies if the directors of the company set a board limit in contravention of subsection 201P(1).
Board limit etc. ineffective
(2) The board limit and anything done in reliance on it have no effect for the purposes of:
(a) the company’s constitution; or
(b) this Act, except this section.
Note: If a board limit resolution is not passed, the number of directors of a company that can be appointed (for example by a general meeting) depends on the maximum number of directors specified by the company’s constitution. This is so even if the directors purport to set a board limit despite the fact the board limit resolution was not passed.
(3) If:
(a) one or more directors are appointed by one or more resolutions passed at a particular general meeting of the company; and
(b) because of the board limit, the general meeting was not given the opportunity to pass one or more resolutions appointing a number of directors such that the number of directors of the company would (if those resolutions had been passed) have exceeded the board limit;
every appointment of director made by a resolution passed at the general meeting is invalid.
Note: This subsection does not apply if a shortage of persons consenting to be appointed director was the reason the general meeting was not given the opportunity to pass one or more resolutions appointing a number of directors such that the number of directors of the company would (if those resolutions had been passed) have exceeded the board limit.
(4) Subsections (2) and (3) have effect despite anything else in the company’s constitution or in this Act, except sections 128, 129 and 201M.
Note: Sections 128 and 129 deal with assumptions a person dealing with the company may make, including assumptions about the due appointment of directors. Section 201M deals with effectiveness of acts by a director in circumstances where the director’s appointment is invalid for certain reasons.
Company and candidates for directors may seek compensation
(5) Subsection (6) applies if either of the following (the suffering party) suffers loss or damage because of the setting of the board limit in contravention of subsection 201P(1):
(a) the company;
(b) a person for whom both the following conditions are met:
(i) the person had given the company a written indication that he or she would be a candidate to be appointed director at a general meeting;
(ii) because of the board limit, the general meeting was not given the opportunity to consider passing a resolution to appoint the person as director.
(6) The suffering party may institute a proceeding in the Court for the contravention.
Note: Section 1325 deals with the orders the Court may make to compensate the suffering party for the loss.
Contravention does not give rise to an offence
(7) A person is not guilty of an offence because of the contravention.
Division 2 — Remuneration of directors
202A Remuneration of directors (replaceable rule — see section 135)
(1) The directors of a company are to be paid the remuneration that the company determines by resolution.
Note: Chapter 2E makes special provision for the payment of remuneration to the directors of public companies.
(2) The company may also pay the directors’ travelling and other expenses that they properly incur:
(a) in attending directors’ meetings or any meetings of committees of directors; and
(b) in attending any general meetings of the company; and
(c) in connection with the company’s business.
202B Members may obtain information about directors’ remuneration
(1) A company must disclose the remuneration paid to each director of the company or a subsidiary (if any) by the company or by an entity controlled by the company if the company is directed to disclose the information by:
(a) members with at least 5 % of the votes that may be cast at a general meeting of the company; or
(b) at least 100 members who are entitled to vote at a general meeting of the company.
The company must disclose all remuneration paid to the director, regardless of whether it is paid to the director in relation to their capacity as director or another capacity.
(1A) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(2) The company must comply with the direction as soon as practicable by:
(a) preparing a statement of the remuneration of each director of the company or СКАЧАТЬ