Did your listed company receive a 'no' vote of 25% or more on the resolution to adopt the remuneration report (a strike) at its 2011 AGM? Did shareholders make comments on the report at the meeting?
If yes, then there are a number of content requirements which your company must include in its remuneration report and notice of meeting for 2012, as well as issues to keep in mind when conducting your next AGM. If no, you still need to be conscious of ways your company can minimise the risk of receiving a strike in 2012, and there are some new reporting obligations that your company still needs to satisfy.
In this article, we look at practical steps you can take to ensure compliance with the new requirements introduced to the Corporations Act by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2010, and to successfully navigate this new terrain of company-shareholder relations.
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2011 was a landmark year for listed companies, with the 1 July 2011 commencement of the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 triggering changes in the way that AGMs are conducted.
In this article, we review the 2011 season and discuss practical steps you can take for your company's AGM in 2012. (For detailed discussion of the impact of the 'two strikes' rule, please see our article 'Did you receive a strike, or comments, on your remuneration report in 2011?', also in this issue).
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Almost daily, there is amazing news from the United Kingdom on the remuneration of banking executives: huge, controversial bonuses and their subsequent sacrifice by the executives, knighthoods withdrawn and threats of drastic government intervention. New laws are inevitable, but what are they likely to say? Will they influence future corporate law reform in Australia?
The New Zealand High Court decision of Steigrad & Ors v Bridgecorp Limited & Ors
(2011) holds that the statutory charge equivalent to section 6 of the Law Reform (Miscellaneous Provisions) Act 1946
(NSW) in favour of a plaintiff or prospective plaintiff descends on the whole of the limit of liability under a D&O policy, regardless of the directors’ cover for defence costs under that policy. The potential reach of this decision goes beyond D&O policies. > READ MORE