Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (42 of 2011)

Schedule 1  

Part 1   Remuneration

19   After paragraph 300A(1)(f)

Insert:

(g) if:

(i) at the company’s most recent AGM, comments were made on the remuneration report that was considered at that AGM; and

(ii) when a resolution that the remuneration report for the last financial year be adopted was put to the vote at the company’s most recent AGM, at least 25% of the votes cast were against adoption of that report;

an explanation of the board’s proposed action in response or, if the board does not propose any action, the board’s reasons for inaction; and

(h) if a remuneration consultant made a remuneration recommendation in relation to any of the key management personnel for the company or, if consolidated financial statements are required, for the consolidated entity, for the financial year:

(i) the name of the consultant; and

(ii) a statement that the consultant made such a recommendation; and

(iii) if the consultant provided any other kind of advice to the company or entity for the financial year - a statement that the consultant provided that other kind or those other kinds of advice; and

(iv) the amount and nature of the consideration payable for the remuneration recommendation; and

(v) the amount and nature of the consideration payable for any other kind of advice referred to in subparagraph (iii); and

(vi) information about the arrangements the company made to ensure that the making of the remuneration recommendation would be free from undue influence by the member or members of the key management personnel to whom the recommendation relates; and

(vii) a statement about whether the board is satisfied that the remuneration recommendation was made free from undue influence by the member or members of the key management personnel to whom the recommendation relates; and

(viii) if the board is satisfied that the remuneration recommendation was made free from undue influence by the member or members of the key management personnel to whom the recommendation relates - the board’s reasons for being satisfied of this.