Document ID: chunk:federal_register_of_legislation:C2025C00185:section:300a:p3
Version: federal_register_of_legislation:C2025C00185
Segment Type: section
Provision Reference: s 300A (pt 3/4)
Character Range: 1098490–1101266

from undue influence by the member or members of the key management personnel to whom the recommendation relates; and
 (viii) if the board is satisfied that the remuneration recommendation was made free from undue influence by the member or members of the key management personnel to whom the recommendation relates—the board's reasons for being satisfied of this.
 (1AA) Without limiting paragraph (1)(b), the discussion under that paragraph of the company's performance must specifically deal with:
 (a) the company's earnings; and
 (b) the consequences of the company's performance on shareholder wealth;
in the financial year to which the report relates and in the previous 4 financial years.
 (1AB) In determining, for the purposes of subsection (1AA), the consequences of the company's performance on shareholder wealth in a financial year, have regard to:
 (a) dividends paid by the company to its shareholders during that year; and
 (b) changes in the price at which shares in the company are traded between the beginning and the end of that year; and
 (c) any return of capital by the company to its shareholders during that year that involves:
 (i) the cancellation of shares in the company; and
 (ii) a payment to the holders of those shares that exceeds the price at which shares in that class are being traded at the time when the shares are cancelled; and
 (d) any other relevant matter.
 (1A) The material referred to in subsection (1) must be included in the directors' report under the heading "Remuneration report".
 (1C) Without limiting paragraph (1)(c), the regulations may:
 (a) provide that the value of an element of remuneration is to be determined, for the purposes of this section, in a particular way or by reference to a particular standard; and
 (b) provide that details to be given of an element of remuneration must relate to the remuneration provided in:
 (i) the financial year to which the directors' report relates; and
 (ii) the earlier financial years specified in the regulations.
 (2) This section applies to any listed disclosing entity that is a company.
 (3) This section applies despite anything in the company's constitution.
 (4) For the purposes of this section, if:
 (a) consolidated financial statements are required; and
 (b) a person holds, in each of 2 or more entities within the consolidated entity, a position covered by subsection (5), whether or not the person holds the same position in each of those entities;
the person's remuneration is taken to include all of the person's remuneration from those entities (regardless of the capacity in which the person received the remuneration).
 (5) This subsection covers the following positions:
 (a) director;
 (b) secretary;
 (c) senior manager;
 (d) partner;
 (e) trustee.