Document ID: chunk:federal_register_of_legislation:C2004A04501:schedule:3:p3
Version: federal_register_of_legislation:C2004A04501
Segment Type: schedule
Provision Reference: sch 3 (pt 3/16)
Character Range: 121001–123840

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 a motion that relates to the proposed resolution.

"(7) If, because of subsection (6), subsection (4) does not apply in relation to a motion that is considered or voted on at a meeting, the directors present must ensure that the minutes record that fact.

"(8) A public company's constitution may restrict a director's entitlement to vote, or to be present, at a meeting even if this section would not.

Commission may exempt directors from section 232A in appropriate cases

"232B.(1) The Commission may by writing declare that, for the purposes of all or specified meetings of the board, or of directors, of a company, subsections 232A(1) and (4) do not apply in relation to a specified matter, but may only do so if satisfied that:

     (a)     the matter could not otherwise be dealt with at those meetings because of subsection 232A(4); and

     (b)     because it is urgent or for some other compelling reason, the matter should be dealt with at those meetings and not by a general meeting, even though directors have a material personal interest in the matter.

"(2) A declaration may be expressed to apply generally or as otherwise specified, and may be subject to:

     (a)     a specified condition to be complied with, in relation to the matter, by the company or a director; or

  (b)     2 or more such conditions.

  "(3) A declaration has effect accordingly.

  "(4) A company or a director must not contravene a condition.

  "(5) The Commission may by writing vary or revoke a declaration.".

Loans to directors

  26.(1) Section 234 of the Corporations Law is amended:

     (a)     by omitting from subsection (1) "a company shall not" and substituting "a public company must not";

  (b)     by inserting before paragraph (3)(a) the following paragraph:

           "(aa) to anything done by a public company to which sections 243H and 243ZE apply because of section 1376;".

  (2) Section 234 of the Corporations Law is repealed.

27. After Part 3.2 of the Corporations Law the following Part is inserted:

            "PART 3.2A—FINANCIAL BENEFITS TO RELATED PARTIES OF PUBLIC COMPANIES

"Division 1—Object and outline of Part

Object

  "243A. The object of this Part is to protect:

    (a)     a public company's resources (in particular, those available to pay the company's creditors); and

  (b)     the interests of its members as members;

by requiring that, in general, financial benefits to related parties that could diminish or endanger those resources, or that could adversely affect those interests, be disclosed, and approved by a general meeting,