Commonwealth Repealed Acts

This legislation has been repealed.

CORPORATIONS LAW- SECT 224

Voting by or on behalf of related party interested in proposed resolution

 
 
(1)
At a general meeting, a vote on a proposed
resolution under this Division must not be cast (in any capacity) by or on
behalf of: 
 
 
 
(a)
a
related party of the public company to whom the resolution would permit a
financial benefit to be given; or

(b)
an associate of such a related party. 

 
 
(2)
Subsection (1) does not prevent the
casting of a vote if: 
 
 

(a)
it is cast by a person as a proxy appointed by writing that
specifies how the proxy is to vote on the proposed resolution; and

(b)
it is not cast on behalf of a related party or associate of a
kind referred to in subsection (1). 

 
 
(3)
The regulations may prescribe cases
where subsection (1) does not apply.


(4)
ASIC may by writing declare that: 
 
 
 
(a)
subsection (1) does not apply to a specified
proposed resolution; or

(b)
subsection (1) does not prevent the casting of a vote, on a
specified proposed resolution, by a specified entity, or on behalf of a
specified entity; 

 
but may only do so if satisfied that the declaration will not
cause unfair prejudice to the interests of any member of the public
company.
 
 
(5)
A declaration in force under subsection
(4) has effect accordingly.


(6)
If a vote is cast in contravention of subsection (1), the related
party or associate, as the case may be, contravenes this subsection, whether
or not the proposed resolution is passed.


(7)
For the purposes of this section, a vote is cast on behalf of an
entity if, and only if, it is cast: 
 
 
 
(a)
as proxy for the entity; or

(b)
otherwise on behalf of the entity; or

(c)
in respect of a share in respect of which the entity has:


 
 
(i)
power
to vote; or

(ii)
power to exercise, or control the exercise of, a right to vote.


 
 
(8)
Subject to subsection 225(1), a
contravention of this section does not affect the validity of a
resolution.


(9)
This section has effect despite: 
 
 
 
(a)
anything else in this Law or in any other law
of this jurisdiction (including the general law); or

(b)
anything in a body corporate's constitution.