Document ID: chunk:federal_register_of_legislation:C2004A04501:schedule:3:p2
Version: federal_register_of_legislation:C2004A04501
Segment Type: schedule
Provision Reference: sch 3 (pt 2/16)
Character Range: 118477–121251

inserting the following definitions:

     " 'child entity' has in Part 3.2A the meaning given by subsection 243D(2);

     'financial benefit' has in Part 3.2A a meaning affected by section 243G;

     'related party' has in Part 3.2A the meaning given by section 243F;

     'sibling entity' has in Part 3.2A the meaning given by subsection 243D(3);".

Effect of certain contraventions of this Law

23. Section 103 of the Corporations Law is amended by inserting "232A, 232B, 243H, 243ZE," after "126,".

Directors to disclose certain interests

  24. Section 231 of the Corporations Law is amended:

    (a)     by inserting in subsection (1) "proprietary" before "company" (first occurring);

    (b)    by inserting in subsection (6) "proprietary" before "company" (first occurring).

25. After section 232 of the Corporations Law the following sections are inserted:

Voting by interested director of public company

"232A.(1) A director of a public company who has a material personal interest in a matter that is being considered at a meeting of the board, or of directors, of the company:

    (a)     must not vote on the matter (or in relation to a proposed resolution under subsection (3) in relation to the matter, whether in relation to that or a different director); and

    (b)     must not be present while the matter (or a proposed resolution of that kind) is being considered at the meeting.

   Note: In this section, 'public company' has an extended meaning: see paragraph (b) of the definition of 'public company' in section 9.

"(2) Subsection (1) does not apply to an interest that the director has:

  (a)     as a member of the company; and

  (b)     in common with the other members of the company.

"(3) Subsection (1) does not apply if the board has at any time passed a resolution that:

  (a)     specifies the director, the interest and the matter; and

    (b)     states that the directors voting for the resolution are satisfied that the interest should not disqualify the director from considering or voting on the matter.

"(4) A quorum is not present during the consideration of a matter at a meeting of the board, or of directors, of a public company unless at least 2 directors are present who are entitled to vote on any motion that may be moved at the meeting in relation to that matter.

"(5) A general meeting of a public company may deal with a matter in so far as the board cannot deal with it because of subsection (4).

  "(6) If:

    (a)     someone proposes a resolution of a public company's board in connection with a general meeting of the company dealing with a matter; and

    (b)     subsection (4) would prevent the proposed resolution from being considered;

subsections (1) and (4) do not apply in relation to