Document ID: chunk:federal_register_of_legislation:C2004A04501:schedule:3:p12
Version: federal_register_of_legislation:C2004A04501
Segment Type: schedule
Provision Reference: sch 3 (pt 12/16)
Character Range: 143298–146176

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: Section 232 requires 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.

Commission may comment on proposed resolution

"243W.(1) Within 14 days after a public company lodges documents under section 243U, the Commission may give to the company written comments on those documents, other than comments about whether the proposed resolution is in the company's best interests.

"(2) The Commission may consult with the Exchange for the purposes of giving comments to a company that is included in the official list of the Exchange or of a securities exchange that is a subsidiary of the Exchange.

"(3) Subsection (2) does not limit the persons with whom the Commission may consult.

"(4) The Commission must keep a copy of the written comments it gives to a company under subsection (1), and subsections 1274(2) and (5) apply to the copy as if it were a document lodged with the Commission.

"(5) The fact that the Commission has given particular comments, or has declined to give comments, under subsection (1) does not in any way affect the performance or exercise of any of the Commission's functions and powers.

Requirements for notice of meeting

  "243X. The notice convening the meeting:

     (a)     must be the same, in all material respects, as the proposed notice lodged under section 243U; and

     (b)     must be accompanied by an explanatory statement that is the same, in all material respects, as the proposed explanatory statement lodged under that section; and

     (c)     must be accompanied by a document that is, or documents that are, the same, in all material respects, as the document or documents (if any) lodged under paragraph 243U(1)(c); and

   (d)     if the Commission has given to the public company, in

     accordance with section 243W, comments on the documents lodged under section 243U—must be accompanied by a copy of those comments; and

   (e) must not be accompanied by any other documents.

Other material put to members

  "243Y. Each document (if any) that:

   (a)     did not accompany the notice convening the meeting; and

     (b)     was given to members of the public company before or at the meeting by:

       (i) the public company; or

         (ii) a related party of the public company to whom the proposed resolution would permit a financial benefit to be given; or