Document ID: chunk:federal_register_of_legislation:C2004A04501:schedule:3:p11
Version: federal_register_of_legislation:C2004A04501
Segment Type: schedule
Provision Reference: sch 3 (pt 11/16)
Character Range: 140692–143605

least 14 days before the notice convening the relevant meeting is given, the public company must lodge:

     (a)     a proposed notice of meeting setting out the text of the proposed resolution; and

  (b)     a proposed explanatory statement satisfying section 243V; and

    (c)     any other document proposed to accompany the notice convening the meeting; and

    (d)     any other document that any of the following proposes to give to members of the public company before or at the meeting:

      (i) the company;

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

     (iii) an associate of the company or of such a related party; and can reasonably be expected to be material to a member in deciding how to vote on the proposed resolution.

"(2) If, when the notice convening the meeting is given, the Commission:

    (a)     has approved in writing a period of less than 14 days for the purposes of subsection (1); and

    (b)     has not revoked the approval by written notice to the public company;

subsection (1) applies as if the reference to 14 days were a reference to the approved period.

"(3) The Commission may give and revoke approvals for the purposes of subsection (2).

Requirements for explanatory statement to members

"243V.(1) The proposed explanatory statement lodged under section 243U 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 resolution—the recommendation and his or her reasons for it; or
      (ii)               if not—why not; or
      (iii)             if the director was not available to consider the proposed resolution—why not;

  (d) in relation to each such director:

         (i) whether the director had an interest in the outcome of the proposed resolution; and

      (ii) if so—what 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: Section 232