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AUSTRALIAN WOOL CORPORATION REGULATIONS (AMENDMENT) 1992 NO. 438
EXPLANATORY STATEMENTSTATUTORY RULES 1992 No. 438
Issued by the Authority of the Minister for Primary Industries and Energy
AUSTRALIAN WOOL CORPORATION ACT 1991
Australian Wool Corporation Regulations (Amendment)
Section 94 of the Australian Wool Corporation Act 1991 (the Act) provides that the Governor-General may make regulations for the purposes of the Act.
Sections 40 and 47 of the Act enable regulations to be made on issues associated with the registration of wool-tax payers and for a range of matters concerning the Annual General Meeting (AGM), including notification of proposed motions to be moved at the meeting, appointment of proxies, and voting entitlements and procedures.
The first AGM's of the Australian Wool Corporation (AWC) and the Wool Research and Development Corporation (WRDC), held in May 1992, demonstrated several difficulties and shortcomings relating to the organisation and conduct of the meetings. These amendments to the regulations are to overcome those difficulties, to alter the voting majorities required to pass motions other than no-confidence motions at AGM's, and to simplify registration procedures for woolgrowers.
These regulations also incorporate changes necessary as a consequence of amendment of the Act in June 1992 that placed the register of wool-tax payers on a rolling three year basis and widened the agenda of the AWC AGM's beyond receipt of financial statements, wool tax motions and motions of noconfidence to include motions on other matters within AWC's responsibilities.
Details of the regulations are as follows:
Regulation 1 provides for amendment of the regulations.
Regulation 2 omits the references to "later financial year" and "supplementary payments" which are no longer needed and defines the meaning of "facsimile" and "previous financial year".
Regulation 3 inserts a subregulation which allows applications for registration as a wool tax-payer to be sent by facsimile transmission or by other means.
Regulation 4 makes changes to the regulations as a result of amendments in the Act to put the register of wool-tax payers on a rolling 3 year basis.
Regulation 5 also makes changes to the regulations as a result of the change to a rolling 3 year register and simplifies the information that woolgrowers are required to provide for entry on to the register by omitting from the regulations information that is no longer required.
The AWC will calculate the relevant amount of wool tax paid, and consequently the voting entitlement of wool-tax payers, on the basis of gross sale proceeds information supplied by woolgrowers. Paragraphs 5C(1)(i) and 5C(1)(j) cater for the entry onto the register of the amount of proceeds from the sale of wool in circumstances where the relevant parts of the wool tax for carpet wool or shorn wool (other than carpet wool) are the same or are different.
Regulation 6 inserts a new regulation to provide for notification to the Corporation of the dissolution of a partnership when that partnership was a registered wool-tax payer, so that details can be removed from the register.
Regulation 7 amends regulation 5D concerning the manner in which the register is to be maintained by:
- extending the period in which the register is to be closed from 35 days to 49 days before an AGM of either the AWC or the WRDC, whichever is held earlier;
- making changes consequent upon changes to the Act concerning the rolling 3 year register; and
- specifying that at least 42 days' notice be given to persons whose particulars are to be removed from the register (due to expiry of registration period) and that such a notice is to include an invitation to apply for renewal of registration.
Regulation 8 refers to applications for late registration. It extends the provision to cover special meetings of the AWC as well as AGM's and specifically allows for late applications to also be sent by facsimile.
Regulation 9 inserts a new paragraph 5E(1)(ba) concerning motions relating to other matters within the Corporation's responsibilities consequent upon amendments to the Act.
Regulation 10 inserts three new regulations 5EA, 5EB and 5EC.
• Regulation 5EA enables the Corporation to make and circulate a written statement in response to any motions proposed by wool-tax payers relating to other matters within its responsibilities, so that wool-tax payers are aware of the Corporation's views on the motion.
• Regulation 5EB requires the Corporation to give at least 56 days' public notice when it proposes to move a wool tax motion at an AGM and allows the Corporation to make and circulate a written statement supporting the motion. These are similar provisions to those applying to wool-tax payers proposing wool tax motions.
• Regulation 5EC requires the Corporation to prepare an agenda for an AGM at least 42 days and not more than 55 days before the meeting. It also provides the Corporation Chairperson with the authority to approve the meeting procedures to apply to a meeting and to publicise the procedures in conjunction with the agenda for the meeting.
Regulation 11 specifies that the Corporation must provide the following material to registered wool-tax payers at least 42 days (instead of 28 days) before an AGM:
- a notice of meeting
- the agenda
- the text of each motion listed
- a copy of any written statements in relation to the motions, unless they are considered by the Corporation to be defamatory
- a copy of the latest financial statements of the Corporation and auditors' report
- a proxy form.
Regulation 12 provides that forms nominating a proxy may be given to the Corporation by facsimile as well as by other means up to 2 days (previously 7 days) before either the AWC general meeting or the WRDC AGM, whichever occurs first. The intention is that where the AGMs of the AWC and WRDC are held close together, the cut-off for lodgement of proxy forms for either meeting falls on the same date.
Regulation 13 refers to voting on motions at the meeting
- it changes the voting majorities required to pass motions relating to wool tax recommendations, moved by either the Corporation or by wool-tax payers, to simple majorities (from a one-third majority and a two-thirds majority respectively);
- provides for voting on other matters within the Corporation's responsibilities, specifying that a simple majority of votes is required to carry such a motion; and
- shortens the wording concerning voting at the meeting in person or by proxy.
Regulation 14 adds a new regulation 5HA which specifies that any procedural motion moved at a general meeting will require a simple majority of votes, determined by a show of hands, for it to be passed.
Regulation 15 amends the regulation relating to voting entitlements consequent to the change simplifying registration procedures described under regulation 5 and deletes references to financial years which are now no longer applicable.
All these regulations are to commence on gazettal.