Document ID: chunk:federal_register_of_legislation:C2024C00492:section:6:p89
Version: federal_register_of_legislation:C2024C00492
Segment Type: section
Provision Reference: s 6 (pt 89/175)
Character Range: 396407–399212

reasons for it; or
 (ii) if not—why not; or
 (iii) if the director was not available to consider the proposed resolution—why not; and
 (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 corporation's interests to pass the proposed resolution; and
 (ii) is known to the corporation or to any of its directors.
 (2) An example of the kind of information referred to in paragraph (1)(e) 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: Sections 265‑1 and 265‑5 require 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 561‑5 creates offences where false and misleading material relating to a corporation's affairs is made available or furnished to members.

290‑15  Registrar may comment on proposed resolution
 (1) Within 14 days after the corporation lodges documents under section 290‑5, the Registrar may give to the corporation written comments on those documents (other than comments about whether the proposed resolution is in the corporation's best interests).
 (2) Comments under subsection (1) are not legislative instruments.
 (3) The Registrar must keep a copy of the written comments it gives to a corporation under subsection (1) and sections 421‑1 and 421‑5 apply to the copy as if it were a document lodged with the Registrar.
 (4) The fact that the Registrar 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 Registrar's functions and powers.

290‑20  Requirements for notice of meeting
 (1) The notice convening the meeting:
 (a) must be the same, in all material respects, as the proposed notice lodged under section 290‑5; 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 290‑5(1)(c); and
 (d) if the Registrar has given to the corporation, under section 290‑15, comments on the documents lodged