Corporations Act - Australia

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(see section 317).

      Note 2: The rules in sections 249C‑250M apply to an AGM.

      (4) A public company that has only 1 member is not required to hold an AGM under this section.

      250P Extension of time for holding AGM

      (1) A public company may lodge an application with ASIC to extend the period within which section 250N requires the company to hold an AGM.

      (2) If the company applies before the end of the period within which the company would otherwise be required to hold an AGM, ASIC may extend the period in writing. ASIC must specify the period of the extension.

      (3) A company granted an extension under subsection (2) must hold its AGM within the extended period.

      (4) ASIC may impose conditions on the extension and the company must comply with those conditions.

      (5) An offence based on subsection (3) or (4) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      250PAA Exemptions by ASIC — class orders relating to externally‑administered companies

      (1) ASIC may, by legislative instrument, make an order exempting any of the following from section 250N:

      (a) a specified class of companies that are being wound up;

      (b) a specified class of companies under administration;

      (c) a specified class of companies subject to deeds of company arrangement.

      (2) The order may be:

      (a) unconditional; or

      (b) subject to one or more specified conditions.

      (3) ASIC must cause a copy of the order to be published in the Gazette.

      250PAB Exemptions by ASIC — individual externally‑administered companies

      (1) The liquidator of a company that is being wound up may lodge an application with ASIC to exempt the company from section 250N.

      (2) The administrator of a company under administration may lodge an application with ASIC to exempt the company from section 250N.

      (3) The administrator of a deed of company arrangement may lodge an application with ASIC to exempt the company from section 250N.

      (4) If an application is lodged under subsection (1), (2) or (3), ASIC may, by writing, exempt the company from section 250N.

      (5) The exemption may be:

      (a) unconditional; or

      (b) subject to one or more specified conditions.

      (6) ASIC must cause a copy of the exemption to be published in the Gazette.

      250PA Written questions to auditor submitted by members of listed company before AGM

      Member may submit question

      (1) A member of a listed company who is entitled to cast a vote at the AGM may submit a written question to the auditor under this section if the question is relevant to:

      (a) the content of the auditor’s report to be considered at the AGM; or

      (b) the conduct of the audit of the annual financial report to be considered at the AGM.

      The member submits the question to the auditor under this subsection by giving the question to the listed company no later than the fifth business day before the day on which the AGM is held.

      (2) Despite the question being one that is addressed to the auditor, the listed company may:

      (a) examine the contents of the question; and

      (b) make a copy of the question.

      Company to pass question on to auditor

      (3) The listed company must, as soon as practicable after the question is received by the company, pass the question on to the auditor. The company must pass the question on to the auditor even if the company believes the question is not relevant to the matters specified in paragraph (1)(a) and (b).

      Contravention by individual auditor

      (4) If the auditor is an individual auditor, the auditor contravenes this subsection if the auditor does not prepare, and give to the listed company, a document (the question list) that sets out the questions that:

      (a) the listed company has passed on to the auditor; and

      (b) the auditor considers to be relevant to the matters specified in paragraphs (1)(a) and (b);

      as soon as practicable after the end of the time for submitting questions under subsection (1) and a reasonable time before the AGM.

      (5) An offence based on subsection (4) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      Contravention by lead auditor

      (6) A person contravenes this subsection if:

      (a) the auditor is an audit firm or audit company; and

      (b) the person is the lead auditor for the audit; and

      (c) the person does not prepare, and give to the listed company, a document (the question list) that sets out the questions that:

      (i) the listed company has passed on to the auditor; and

      (ii) the person considers to be relevant to the matters specified in paragraphs (1)(a) or (b);

      as soon as practicable after the end of the time for submitting questions under subsection (1) and a reasonable time before the AGM.

      (7) An offence based on subsection (6) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      Certain questions do not need to be included in question list

      (8) A question need not be included in the question list under subsection (4) or (6) if:

      (a) the question list includes a question that is the same in substance as that question (even if it is differently expressed); or

      (b) it is not practicable to include the question in the question list, or to decide whether to include the question in the question list, because of the time when the question is passed on to the auditor.

      Listed company to make question list available at AGM

      (9) The listed company must, at or before the start of the AGM, make copies of the question list reasonably available to the members attending the AGM.

      250R Business of AGM

      (1) The business of an AGM may include any of the following, even if not referred to in the notice of meeting:

      (a) the consideration of the annual financial report, directors’ report and auditor’s report;

      (b) the election of directors;

      (c) the appointment of the auditor;

      (d) the fixing of the auditor’s remuneration.

      Advisory resolution for adoption of remuneration report

      (2) At a listed company’s AGM, a resolution that the remuneration report be adopted must be put to the vote.

      Note: Under paragraph 249L(2)(a), the notice of the AGM must inform members that this resolution will be put at the AGM.

      (3) The vote on the resolution is advisory only and does not bind the directors or the

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