Company Meetings

Administration of Security holders Meetings

The Corporations Act 2001 and the ASX Listing Rules prescribe that a company must hold an annual general meeting of shareholders each year.

The registry is generally responsible for despatching the notice of annual meeting, explanatory notes, full annual report or a brief report and a proxy form at least 28 days prior to the meeting.

The proxy form may be personalised and barcoded for subsequent processing of votes and attendance registration purposes.

Voting Entitlement "Cut-Off" Time

The cut-off time for determining voting entitlement pursuant to Section 1109N of the Corporations Act must be stated in the notice of meeting.

When proxies are received by the registry, validation is carried out to ensure that they are correctly signed and data input performed. Proxies generally are accepted up to 48 hours prior to the meeting. Indicative voting summaries are progressively provided for the company.

The registry is often involved in the registration of security holders attending meetings. Registration of attendees is facilitated by requesting security holders to bring and present a barcoded attendance form. At the point of entry to the meeting, the barcode is read and the security holder is given a voting/admittance card. This procedure simplifies admittance, the counting of votes when cast and reporting requirements for the company.

Following the closing of a meeting care should be exercised in collecting and destroying all documents discarded by attendees which may bear printed holder details, barcodes or SRN/HIN numbers.

Appointment of a Company Representative

The Corporations Act and most companies’ constitutions provide that a company may by a resolution of its directors (or other governing body), authorise a person to act as its representative either at a particular meeting of security holders or at all meetings of security holders. A person so authorised is entitled to exercise the same powers on behalf of the company as an individual security holder however, the representative’s power may be restricted and if so, the restriction must be stated on the form.

The appointment of a company representative should be executed in accordance with the company’s constitution and the Corporations Law.

Refer to Form 13 "APPOINTMENT OF CORPORATE REPRESENTATIVE"

The affixing of a company seal is no longer necessary. If two signatures attest the appointment, one of which purports to be that of a director and the other purports to be that of a director or the secretary, the company or registry is entitled to assume the proper appointment of the representative.

For a proprietary company that has a sole director who is also the sole company secretary -that director provided that the signature is attested by the words "sole director and sole secretary".

If a company representative is appointed by a company to attend all meetings of security holders he/she is entitled to act at meetings of security holders until such time as the appointment is revoked.

Companies or registries should maintain a permanent register of such appointments and the appointment by each company should be noted in the register so that it is not necessary to produce evidence of the appointment at each meeting.

Appointment of a Proxy

Refer to Section 249x(1) Corporations Act 2001.

It should be noted that a proxy appointment is generally only in respect to the meeting for which the appointment is made and any adjournment thereof, provided it is lodged with the company or registry before the specified date and time. However, if so authorised it could remain in force for all future meetings until revoked.

Furthermore, the Corporations Act allows proxy appointments to be sent to the registry by facsimile and a facsimile number must be included on the proxy form. Under this law some companies will accept proxies via the internet.

Note : Reference may need to be made to a trust deed or other governing Acts if the meeting relates to types of securities other than shares.

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