Commonwealth Repealed Acts
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This legislation has been repealed.
CORPORATIONS LAW- SECT 219
Requirements for explanatory statement to members
- (1)
- The proposed explanatory statement lodged under
section 218 must be in writing and set out:
- (a)
- the related parties to whom the proposed
resolution would permit financial benefits to be given; and
- (b)
- the nature of the financial benefits; and
- (c)
- in relation to each director of the company:
- (i)
- if the
director wanted to make a recommendation to members about the proposed
resolutionthe recommendation and his or her reasons for it;
or
- (ii)
- if notwhy not; or
- (iii)
- if the director was not available to consider the proposed
resolutionwhy not; and
- (d)
- in relation to
each such director:
- (i)
- whether
the director had an interest in the outcome of the proposed resolution;
and
- (ii)
- if sowhat it was; and
- (e)
- all other
information that:
- (i)
- is
reasonably required by members in order to decide whether or not it is in the
company's interests to pass the proposed resolution; and
- (ii)
- is known to the company or to any of its directors.
- (2)
- An example of the kind of
information referred to in paragraph (1)(d) is information about what, from an
economic and commercial point of view, are the true potential costs and
detriments of, or resulting from, giving financial benefits as permitted by
the proposed resolution, including (without limitation):
- (a)
- opportunity costs; and
- (b)
- taxation consequences (such as liability to fringe benefits tax);
and
- (c)
- benefits forgone by whoever would give the benefits.
Note: Sections 180 and 181
require an officer of a corporation to act honestly and to exercise care and
diligence. These duties extend to preparing an explanatory statement under
this section. Section 1309 creates offences where false and misleading
material relating to a corporation's affairs is made available or furnished to
members.
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