CHAPTER 2G
-
MEETINGS
PART 2G.7
-
INDEPENDENT REPORTS ON POLLS
History
Pt 2G.7 inserted by No 9 of 2022, s 3, Sch 2[29] (effective 1 April 2022).
SECTION 253U
253U
APPLICATION OF PART
This Part applies:
(a)
in relation to a company, if the company is listed; and
(b)
in relation to a registered scheme, if the scheme is listed.
History
S 253U inserted by No 9 of 2022, s 3, Sch 2[29] (effective 1 April 2022).
SECTION 253UA
253UA
INDEPENDENT PERSONS
A reference in a provision of this Part to an independent person is a reference to a person who is independent of the company or registered scheme to which the provision applies.
History
S 253UA inserted by No 9 of 2022, s 3, Sch 2[29] (effective 1 April 2022).
SECTION 253UB
COMPANY MEMBERS
'
RIGHTS TO REQUEST OBSERVER AND REPORT ON CONDUCT OF POLL
253UB(1)
Members of a company with at least 5% of the votes that may be cast at a meeting of the company
'
s members may request the company to appoint an independent person to:
(a)
observe the conduct of a poll at the meeting; and
(b)
prepare a report on the conduct of the poll.
253UB(2)
The request must:
(a)
be in writing; and
(b)
identify the poll to which it relates; and
(c)
be made no later than 5 business days before the day the meeting is held.
253UB(3)
A company commits an offence if:
(a)
the company receives a request under subsection
(1)
; and
(b)
the company fails to take reasonable steps to:
(i)
ensure that an independent person observes the conduct of the poll to which the request relates; and
(ii)
ensure that the independent person prepares a report on the conduct of the poll; and
(iii)
ensure that a copy of the report is made readily available to the members of the company within a reasonable time after the request is received.
253UB(4)
An offence based on subsection
(3)
is an offence of strict liability.
253UB(5)
A company that appoints an independent person for the purposes of this section is liable to pay the independent person
'
s fees.
253UB(6)
To avoid doubt, an independent person appointed for the purposes of this section may be an auditor or a registry service provider (including an auditor or a registry service provider of the company concerned), unless the relevant poll concerns an issue or a matter relating to the person.
History
S 253UB inserted by No 9 of 2022, s 3, Sch 2[29] (effective 1 April 2022).
SECTION 253UC
COMPANY MEMBERS
'
RIGHTS TO REQUEST SCRUTINY AND REPORT ON OUTCOME OF POLL
253UC(1)
Members of a company with at least 5% of the votes that may be cast at a meeting of the company
'
s members may request the company to appoint an independent person to:
(a)
scrutinise the outcome of a poll at the meeting; and
(b)
prepare a report on the outcome of the poll.
253UC(2)
The request must:
(a)
be in writing; and
(b)
identify the poll to which it relates; and
(c)
be made no later than 5 business days after the day the meeting is held.
253UC(3)
To avoid doubt, the request may be made before the meeting is held.
253UC(4)
A company commits an offence if:
(a)
the company receives a request under subsection
(1)
; and
(b)
the company fails to take reasonable steps to:
(i)
ensure that an independent person scrutinises the outcome of the poll to which the request relates; and
(ii)
ensure that the independent person prepares a report on the outcome of the poll; and
(iii)
ensure that a copy of the report is made readily available to the members of the company within a reasonable time after the request is received.
253UC(5)
An offence based on subsection
(4)
is an offence of strict liability.
253UC(6)
A company that appoints an independent person for the purposes of this section is liable to pay the independent person
'
s fees.
253UC(7)
To avoid doubt, an independent person appointed for the purposes of this section may be an auditor or a registry service provider (including an auditor or a registry service provider of the company concerned), unless the relevant poll concerns an issue or a matter relating to the person.
253UC(8)
To avoid doubt, if the same independent person is appointed under section
253UB
and this section in relation to a poll, the reports on the conduct and outcome of the poll may be included in a single report.
History
S 253UC inserted by No 9 of 2022, s 3, Sch 2[29] (effective 1 April 2022).
SECTION 253UD
REGISTERED SCHEME MEMBERS
'
RIGHTS TO REQUEST OBSERVER AND REPORT ON CONDUCT OF POLL
253UD(1)
Members of a registered scheme with at least 5% of the votes that may be cast at a meeting of the scheme
'
s members may request the responsible entity of the scheme to appoint an independent person to:
(a)
observe the conduct of a poll at the meeting; and
(b)
prepare a report on the conduct of the poll.
253UD(2)
The request must:
(a)
be in writing; and
(b)
identify the poll to which it relates; and
(c)
be made no later than 5 business days before the day the meeting is held.
253UD(3)
A responsible entity of a registered scheme commits an offence if:
(a)
the responsible entity receives a request under subsection
(1)
; and
(b)
the responsible entity fails to take reasonable steps to:
(i)
ensure that an independent person observes the conduct of the poll to which the request relates; and
(ii)
ensure that the independent person prepares a report on the conduct of the poll; and
(iii)
ensure that a copy of the report is made readily available to the members of the scheme within a reasonable time after the request is received.
253UD(4)
An offence based on subsection
(3)
is an offence of strict liability.
253UD(5)
A responsible entity of a registered scheme that appoints an independent person for the purposes of this section is liable to pay the independent person
'
s fees.
253UD(6)
To avoid doubt, an independent person appointed for the purposes of this section may be an auditor or a registry service provider (including an auditor or a registry service provider of the registered scheme concerned), unless the relevant poll concerns an issue or a matter relating to the person.
History
S 253UD inserted by No 9 of 2022, s 3, Sch 2[29] (effective 1 April 2022).
SECTION 253UE
REGISTERED SCHEME MEMBERS
'
RIGHTS TO REQUEST SCRUTINY AND REPORT ON OUTCOME OF POLL
253UE(1)
Members of a registered scheme with at least 5% of the votes that may be cast at a meeting of the scheme
'
s members may request the responsible entity of the scheme to appoint an independent person to:
(a)
scrutinise the outcome of a poll at the meeting; and
(b)
prepare a report on the outcome of the poll.
253UE(2)
The request must:
(a)
be in writing; and
(b)
identify the poll to which it relates; and
(c)
be made no later than 5 business days after the day the meeting is held.
253UE(3)
To avoid doubt, the request may be made before the meeting is held.
253UE(4)
A responsible entity of a registered scheme commits an offence if:
(a)
the responsible entity receives a request under subsection
(1)
; and
(b)
the responsible entity fails to take reasonable steps to:
(i)
ensure that an independent person scrutinises the outcome of the poll to which the request relates; and
(ii)
ensure that the independent person prepares a report on the outcome of the poll; and
(iii)
ensure that a copy of the report is made readily available to the members of the scheme within a reasonable time after the request is received.
253UE(5)
An offence based on subsection
(4)
is an offence of strict liability.
253UE(6)
A responsible entity of a registered scheme that appoints an independent person for the purposes of this section is liable to pay the independent person
'
s fees.
253UE(7)
To avoid doubt, an independent person appointed for the purposes of this section may be an auditor or a registry service provider (including an auditor or a registry service provider of the registered scheme concerned), unless the relevant poll concerns an issue or a matter relating to the person.
253UE(8)
To avoid doubt, if the same independent person is appointed under section
253UD
and this section in relation to a poll, the reports on the conduct and outcome of the poll may be included in a single report.
History
S 253UE inserted by No 9 of 2022, s 3, Sch 2[29] (effective 1 April 2022).
SECTION 253UF
RIGHT OF INDEPENDENT PERSON TO INFORMATION
Right to information
253UF(1)
An independent person appointed for the purposes of section
253UB
,
253UC
,
253UD
or
253UE
in relation to a poll may make a request for any information that the person reasonably considers is necessary for the purposes of:
(a)
if the person is appointed under section
253UB
or
253UD
-
observing and preparing a report on the conduct of the poll; or
(b)
if the person is appointed under section
253UC
or
253UE
-
scrutinising and preparing a report on the outcome of the poll.
253UF(2)
A company commits an offence if:
(a)
the company receives a request for information under subsection
(1)
; and
(b)
the company fails to take reasonable steps to provide the information to the independent person within a reasonable time after receiving the request.
253UF(3)
A responsible entity of a registered scheme commits an offence if:
(a)
the responsible entity receives a request for information under subsection
(1)
; and
(b)
the responsible entity fails to take reasonable steps to provide the information to the independent person within a reasonable time after receiving the request.
253UF(4)
An offence based on subsection
(2)
or
(3)
is an offence of strict liability.
History
S 253UF inserted by No 9 of 2022, s 3, Sch 2[29] (effective 1 April 2022).
SECTION 253UG
RECORD-KEEPING FOR REPORTS ON POLLS
253UG(1)
A company commits an offence if:
(a)
the company receives a report on the conduct or outcome of a poll from an independent person appointed for the purposes of section
253UB
or
253UC
(as the case requires) in relation to the poll; and
(b)
the company fails to keep a copy of the report.
253UG(2)
A responsible entity of a registered scheme commits an offence if:
(a)
the responsible entity receives a report on the conduct or outcome of a poll from an independent person appointed for the purposes of section
253UD
or
253UE
(as the case requires) in relation to the poll; and
(b)
the responsible entity fails to keep a copy of the report.
253UG(3)
An offence based on subsection
(1)
or
(2)
is an offence of strict liability.
History
S 253UG inserted by No 9 of 2022, s 3, Sch 2[29] (effective 1 April 2022).