Document ID: chunk:federal_register_of_legislation:C2011A00042:clause:1_250bd:p1
Version: federal_register_of_legislation:C2011A00042
Segment Type: clause
Provision Reference: sch 1 cl 250BD (pt 1/2)
Character Range: 10863–13538

250BD  Proxy voting by key management personnel or closely related parties
 (1) A person appointed as a proxy must not vote, on the basis of that appointment, on a resolution connected directly or indirectly with the remuneration of a member of the key management personnel for the company or, if the company is part of a consolidated entity, for the entity if:
 (a) the person is either:
 (i) a member of the key management personnel for the company or, if the company is part of a consolidated entity, for the entity; or
 (ii) a closely related party of a member of the key management personnel for the company or, if the company is part of a consolidated entity, for the entity; and
 (b) the appointment does not specify the way the proxy is to vote on the resolution.
Note 1: Examples of resolutions connected directly or indirectly with the remuneration of a member of the key management personnel for the company or entity include:
(a) resolutions that must be put to the vote under subsection 250R(2) (about a resolution that the remuneration report for a listed company be adopted); and
(b) resolutions that must be put to the vote under subsection 250V(1) (about fresh elections for directors at meetings arising from concerns about remuneration reports); and
(c) resolutions determining directors' remuneration as mentioned in section 202A; and
(d) resolutions for the purposes of Chapter 2E (about public companies and entities they control giving financial benefits to related parties of public companies) affecting directors' remuneration.
Note 2: Subsections 250R(4) and 250V(2) also prevent the person from voting on the resolution if it is a resolution that must be put to the vote under subsection 250R(2) or 250V(1).
Note 3: Section 224 may also prohibit the person from voting on the resolution if it is a resolution for the purposes of Chapter 2E.
Note 4: Failure to comply with this subsection is an offence: see subsection 1311(1).
 (2) Subsection (1) does not apply if:
 (a) the person is the chair of the meeting at which the resolution is voted on; and
 (b) the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the company or, if the company is part of a consolidated entity, for the entity.
Note: A defendant bears an evidential burden in relation to the matter in subsection (2): see subsection 13.3(3) of the Criminal Code.
 (3) ASIC may by writing declare that:
 (a) subsection (1) does not apply to a specified resolution; or
 (b) subsection (1) does not prevent the casting of a vote, on a specified