Corporations Act. Australia
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Название: Corporations Act
Автор: Australia
Издательство: Проспект
Жанр: Юриспруденция, право
isbn: 9785392086429
isbn:
Revoking leave
(4) If ASIC decides to apply for an order under subsection 206G(5) in relation to the person, it must consult the ACCC before making the application.
Definition
(5) In this section:
ACCC means the Australian Competition and Consumer Commission.
206H Territorial application of this Part
This Part (except for subsection 206B(6) and section 206EAA) does not apply in respect of an act or omission by a person while they are managing a corporation that is a foreign company unless the act or omission occurred in connection with:
(a) the foreign company carrying on business in this jurisdiction; or
(b) an act that the foreign company does, or proposes to do, in this jurisdiction; or
(c) a decision by the foreign company whether or not to do, or refrain from doing, an act in this jurisdiction.
206HA Limited application of Part to registrable Australian bodies
This Part does not apply in respect of an act or omission by a person while they are managing a corporation that is a registrable Australian body unless the act or omission occurred in connection with:
(a) the body carrying on business outside its place of origin; or
(b) an act that the body does or proposes to do outside its place of origin; or
(c) a decision by the body whether or not to do, or refrain from doing, an act outside its place of origin.
206HB Part does not apply to Aboriginal and Torres Strait Islander corporations
This Part does not apply, of its own force, to disqualify a person from managing a corporation that is an Aboriginal and Torres Strait Islander corporation.
Note: 1: Subsection 279‑5(5) of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 provides that a person who is disqualified from managing corporations under this Part will be automatically disqualified under Part 6‑5 of that Act from managing Aboriginal and Torres Strait Islander corporations.
Note: 2: Similarly, subsection 206B(5) of this Act provides that a person who is disqualified from managing Aboriginal and Torres Strait Islander corporations under Part 6‑5 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 will be automatically disqualified under this Part from managing corporations.
Part 2D.7 — Ban on hedging remuneration of key management personnel
206J No hedging of remuneration of key management personnel
(1) A member of the key management personnel for a company that is a disclosing entity, or a closely related party of such a member, must not enter into an arrangement (with anyone) if the arrangement would have the effect of limiting the exposure of the member to risk relating to an element of the member’s remuneration that:
(a) has not vested in the member; or
(b) has vested in the member but remains subject to a holding lock.
(2) Without limiting paragraph (1)(a), remuneration that is not payable to a member until a particular day is, until that day, remuneration that has not vested in the member.
(3) In determining whether an arrangement has the effect described in subsection (1) in relation to an element of remuneration described in that subsection, regard is to be had to the regulations (if any) made for the purposes of this subsection.
(4) A member of the key management personnel for a company who contravenes subsection (1) commits an offence.
(5) An offence against subsection (4) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(6) A person commits an offence if:
(a) the person is a member of the key management personnel for a company; and
(b) a closely related party of the member contravenes subsection (1) in relation to the member; and
(c) the person is reckless as to the contravention.
(7) A closely related party of a member of the key management personnel for a company commits an offence if the party intentionally contravenes subsection (1) in relation to the member.
(8) ASIC may by writing declare that subsection (1) does not apply to a specified arrangement, but may do so only if ASIC is satisfied that the operation of that subsection would be unreasonable in the circumstances. The declaration has effect accordingly. The declaration is not a legislative instrument.
Note: A defendant bears an evidential burden in relation to the matter in subsection (8): see subsection 13.3(3) of the Criminal Code.
Part 2D.8 — Remuneration recommendations in relation to key management personnel for disclosing entities
206K Board to approve remuneration consultants
(1) This section applies to a contract (a remuneration consultancy contract):
(a) that is for services that include making a remuneration recommendation in relation to one or more members of the key management personnel for a company that is a disclosing entity; and
(b) that is between the company and a person (the proposed consultant) who, by making the recommendation under the contract, will be a remuneration consultant.
(2) Before a company enters into a remuneration consultancy contract, the proposed consultant must be approved by:
(a) the directors of the company; or
(b) the members of a committee (the remuneration committee) that:
(i) is a committee of the board of directors of the company; and
(ii) has functions relating to the remuneration of key management personnel for the company.
(3) A contravention of subsection (2):
(a) is not an offence except as provided by subsection (4); and
(b) does not affect the validity of the contract.
(4) The company commits an offence if, at the time the company enters into the contract, the proposed consultant has not been approved in accordance with subsection (2).
(5) An offence against subsection (4) is an offence of strict liability.
Note: For strict liability, see section 6.1 СКАЧАТЬ