Commonwealth Numbered Regulations - Explanatory Statements

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WOOL RESEARCH AND DEVELOPMENT CORPORATION REGULATIONS (AMENDMENT) 1992 NO.443

STATUTORY RULES 1992 No. 443

Issued by the Authority of the Minister for Primary Industries and Energy

PRIMARY INDUSTRIES AND ENERGY RESEARCH AND DEVELOPMENT ACT 1989

Wool Research and Development Corporation Regulations (Amendment)

Section 149 of the Primary Industries and Energy Research and Development Act 1989 (the Act) provides that the Governor-General may make regulations for the purposes of the Act.

Section 61 of the Act enables regulations to be made for a range of matters concerning the Annual General Meetings (AGM) of the Corporation, including notification of proposed motions to be moved at an AGM, 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, alter the voting majorities required to pass motions other than no-confidence motions at AGM's and to maintain consistency, where appropriate, with the Australian Wool Corporation Regulations.

Details of the regulations are as follows:

Regulation 1 provides for amendment of the regulations.

Regulation 2 defines the term "facsimile".

Regulation 3 inserts three new regulations 6AA, 6AB and 6AC.

•       Regulation 6AA 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 wooltax payers are aware of the Corporation's views on the motion.

•       Regulation 6AB 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 6AC 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 4 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 5 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 6 refers to voting on motions at an AGM:

-       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); and

-       shortens the wording concerning voting at the meeting in person or by proxy consistent with similar provisions in the Australian Wool Corporation Regulations.

Regulation 7 inserts a new regulation 6DA which specifies that any procedural motion moved at an AGM will require a simple majority of votes, determined by a show of hands, for it to be passed.

All these regulations are to commence on gazettal.