Schedule 1 Proceedings at meetings of shareholders

s 124

1 Chairperson

(1)

If the directors have elected a chairperson of the board, and the chairperson of the board is present at a meeting of shareholders, he or she must chair the meeting.

(2)

If no chairperson of the board has been elected or if, at any meeting of shareholders, the chairperson of the board is not present within 15 minutes of the time appointed for the commencement of the meeting, the shareholders present may choose one of their number to be chairperson of the meeting.

(3)

Subclauses (1) and (2) are subject to the constitution of the company.

2 Notice of meetings

(1)

Written notice of the time and place of a meeting of shareholders must be sent to every shareholder entitled to receive notice of the meeting and to every director and an auditor of the company not less than 10 working days before the meeting.

(2)

The notice must state—

(a)

the nature of the business to be transacted at the meeting in sufficient detail to enable a shareholder to form a reasoned judgment in relation to it; and

(b)

the text of any special resolution to be submitted to the meeting; and

(ba)

the text of any resolution for the purposes of section 207I or 207J to be submitted to the meeting; and

(c)

in the case of special resolutions required by section 106(1)(a) or (b), the right of a shareholder under section 110.

(3)

An irregularity in a notice of a meeting is waived if all the shareholders entitled to attend and vote at the meeting attend the meeting without protest as to the irregularity, or if all such shareholders agree to the waiver.

(3A)

Subject to the constitution of the company, the accidental omission to give notice of a meeting to, or the failure to receive notice of a meeting by, a shareholder does not invalidate the proceedings at that meeting.

(4)

Subject to the constitution of the company, if a meeting of shareholders is adjourned for less than 30 days, it is not necessary to give notice of the time and place of the adjourned meeting other than by announcement at the meeting which is adjourned.

Schedule 1 clause 2(2)(b): amended, on 17 September 2008, by section 10 of the Companies (Minority Buy-out Rights) Amendment Act 2008 (2008 No 69).

Schedule 1 clause 2(2)(ba): inserted, on 1 April 2014, by section 42 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Schedule 1 clause 2(2)(c): inserted, on 17 September 2008, by section 10 of the Companies (Minority Buy-out Rights) Amendment Act 2008 (2008 No 69).

Schedule 1 clause 2(3A): inserted, on 1 July 1994, by section 49 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

3 Methods of holding meetings

A meeting of shareholders may be held by a quorum of the shareholders—

(a)

being assembled together at the time and place appointed for the meeting; or

(b)

participating in the meeting by means of audio, audio and visual, or electronic communication; or

(c)

by a combination of both of the methods described in paragraphs (a) and (b).

Schedule 1 clause 3: replaced, on 31 August 2012, by section 11(1) of the Companies Amendment Act (No 2) 2012 (2012 No 60).

4 Quorum

(1)

Subject to subclause (3), no business may be transacted at a meeting of shareholders if a quorum is not present.

(2)

Subject to the constitution of the company, a quorum for a meeting of shareholders is present if shareholders or their proxies are present or have cast postal votes who are between them able to exercise a majority of the votes to be cast on the business to be transacted by the meeting.

(3)

If a quorum is not present within 30 minutes after the time appointed for the meeting,—

(a)

in the case of a meeting called under section 121(b), the meeting is dissolved:

(b)

in the case of any other meeting, the meeting is adjourned to the same day in the following week at the same time and place, or to such other date, time, and place as the directors may appoint, and, subject to the constitution of the company, if, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, the shareholders or their proxies present are a quorum.

(4)

To avoid doubt, a shareholder participating in a meeting by means of audio, audio and visual, or electronic communication is present at the meeting and part of the quorum.

Schedule 1 clause 4(4): inserted, on 31 August 2012, by section 11(2) of the Companies Amendment Act (No 2) 2012 (2012 No 60).

5 Voting

(1)

In the case of a meeting of shareholders held under clause 3(a), unless a poll is demanded, voting at the meeting shall be by whichever of the following methods is determined by the chairperson of the meeting:

(a)

voting by voice; or

(b)

voting by show of hands.

(2)

In the case of a meeting of shareholders held under clause 3(b) or (c), unless a poll is demanded, voting at the meeting shall be by any method permitted by the chairperson of the meeting.

(3)

A declaration by the chairperson of the meeting that a resolution is carried by the requisite majority is conclusive evidence of that fact unless a poll is demanded in accordance with subclause (4).

(4)

At a meeting of shareholders a poll may be demanded by—

(a)

not less than 5 shareholders having the right to vote at the meeting; or

(b)

a shareholder or shareholders representing not less than 10% of the total voting rights of all shareholders having the right to vote at the meeting; or

(c)

a shareholder or shareholders holding shares in the company that confer a right to vote at the meeting and on which the aggregate amount paid up is not less than 10% of the total amount paid up on all shares that confer that right; or

(d)

the chairperson of the meeting.

(5)

A poll may be demanded either before or after the vote is taken on a resolution.

(6)

If a poll is taken, votes must be counted according to the votes attached to the shares of each shareholder present in person or by proxy and voting.

(7)

Subject to the constitution of the company, the chairperson of a shareholders’ meeting is not entitled to a casting vote.

(8)

For the purposes of this clause, the instrument appointing a proxy to vote at a meeting of a company confers authority to demand or join in demanding a poll and a demand by a person as proxy for a shareholder has the same effect as a demand by the shareholder.

Schedule 1 clause 5(2): amended, on 31 August 2012, by section 11(3) of the Companies Amendment Act (No 2) 2012 (2012 No 60).

Schedule 1 clause 5(4)(c): amended, on 3 June 1998, by section 20(1) of the Companies Amendment Act 1998 (1998 No 31).

Schedule 1 clause 5(4)(d): inserted, on 3 June 1998, by section 20(1) of the Companies Amendment Act 1998 (1998 No 31).

6 Proxies

(1)

A shareholder may exercise the right to vote either by being present in person or by proxy.

(2)

A proxy for a shareholder is entitled to attend and be heard at a meeting of shareholders as if the proxy were the shareholder.

(3)

A proxy must be appointed by notice in writing signed by or, in the case of an electronic notice, sent by the shareholder and the notice must state whether the appointment is for a particular meeting or a specified term.

(3A)

A shareholder may appoint more than 1 proxy for a particular meeting, provided that more than 1 proxy is not appointed to exercise the rights attached to a particular share held by the shareholder.

(4)

No proxy is effective in relation to a meeting unless a copy of the notice of appointment is produced before the start of the meeting.

(5)

The constitution of a company may provide that a proxy is not effective unless it is produced by a specified time before the start of a meeting if the time specified is not earlier than 48 hours before the start of the meeting.

(6)

For the purposes of subclause (5), the constitution may provide for different matters for different kinds of proxies (for example, a different specified time for the production of a proxy by electronic means).

Schedule 1 clause 6(3): amended, on 31 August 2012, by section 11(4) of the Companies Amendment Act (No 2) 2012 (2012 No 60).

Schedule 1 clause 6(3): amended, on 3 June 1998, by section 20(2) of the Companies Amendment Act 1998 (1998 No 31).

Schedule 1 clause 6(3A): inserted, on 31 August 2012, by section 11(5) of the Companies Amendment Act (No 2) 2012 (2012 No 60).

Schedule 1 clause 6(6): inserted, on 30 May 2017, by section 36(1) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

7 Postal votes

(1)

Subject to the constitution of the company, a shareholder may exercise the right to vote at a meeting by casting a postal vote in accordance with the provisions of this clause.

(1A)

To avoid doubt, a postal vote may be cast using electronic means permitted by the board.

(2)

The notice of a meeting at which shareholders are entitled to cast a postal vote must state the name of the person authorised by the board to receive and count postal votes at that meeting.

(3)

If no person has been authorised to receive and count postal votes at a meeting, or if no person is named as being so authorised in the notice of the meeting, every director is deemed to be so authorised.

(4)

A shareholder may cast a postal vote on all or any of the matters to be voted on at the meeting by sending a notice of the manner in which his or her shares are to be voted to a person authorised to receive and count postal votes at that meeting. The notice must reach that person not less than 48 hours before the start of the meeting.

(4A)

Despite subclause (4),—

(a)

the constitution of a company may specify a time by which postal votes that are cast using electronic means must reach the person who is authorised to receive and count postal votes at the meeting; and

(b)

that time may be less than 48 hours before the start of the meeting.

(5)

It is the duty of a person authorised to receive and count postal votes at a meeting—

(a)

to collect together all postal votes received by him or her or by the company; and

(b)

in relation to each resolution to be voted on at the meeting, to count—

(i)

the number of shareholders voting in favour of the resolution and the number of votes cast by each shareholder in favour of the resolution; and

(ii)

the number of shareholders voting against the resolution, and the number of votes cast by each shareholder against the resolution; and

(c)

to sign a certificate that he or she has carried out the duties set out in paragraphs (a) and (b) and which sets out the results of the counts required by paragraph (b); and

(d)

to ensure that the certificate required by paragraph (c) is presented to the chairperson of the meeting.

(6)

If a vote is taken at a meeting on a resolution on which postal votes have been cast, the chairperson of the meeting must—

(a)

on a vote by show of hands, count each shareholder who has submitted a postal vote for or against the resolution:

(b)

on a poll, count the votes cast by each shareholder who has submitted a postal vote for or against the resolution.

(7)

The chairperson of a meeting must call for a poll on a resolution on which he or she holds sufficient postal votes that he or she believes that if a poll is taken the result may differ from that obtained on a show of hands.

(8)

The chairperson of a meeting must ensure that a certificate of postal votes held by him or her is annexed to the minutes of the meeting.

Schedule 1 clause 7(1A): inserted, on 31 August 2012, by section 11(6) of the Companies Amendment Act (No 2) 2012 (2012 No 60).

Schedule 1 clause 7(4A): inserted, on 30 May 2017, by section 36(2) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

8 Minutes

(1)

The board must ensure that minutes are kept of all proceedings at meetings of shareholders.

(2)

Minutes which have been signed correct by the chairperson of the meeting are prima facie evidence of the proceedings.

9 Shareholder proposals

(1)

A shareholder may give written notice to the board of a matter the shareholder proposes to raise for discussion or resolution at the next meeting of shareholders at which the shareholder is entitled to vote.

(2)

If the notice is received by the board not less than 20 working days before the last day on which notice of the relevant meeting of shareholders is required to be given by the board, the board must, at the expense of the company, give notice of the shareholder proposal and the text of any proposed resolution to all shareholders entitled to receive notice of the meeting.

(3)

If the notice is received by the board not less than 5 working days and not more than 20 working days before the last day on which notice of the relevant meeting of shareholders is required to be given by the board, the board must, at the expense of the shareholder, give notice of the shareholder proposal and the text of any proposed resolution to all shareholders entitled to receive notice of the meeting.

(4)

If the notice is received by the board less than 5 working days before the last day on which notice of the relevant meeting of shareholders is required to be given by the board, the board must, if practicable, and at the expense of the shareholder, give notice of the shareholder proposal and the text of any proposed resolution to all shareholders entitled to receive notice of the meeting.

(5)

If the directors intend that shareholders may vote on the proposal by proxy or by postal vote, they must give the proposing shareholder the right to include in or with the notice given by the board a statement of not more than 1 000 words prepared by the proposing shareholder in support of the proposal, together with the name and address of the proposing shareholder.

(6)

The board is not required to include in or with the notice given by the board—

(a)

any part of a statement prepared by a shareholder that the directors consider to be defamatory (within the meaning of the Defamation Act 1992), frivolous, or vexatious; or

(b)

any part of a proposal or resolution prepared by a shareholder that the directors consider to be defamatory (within the meaning of the Defamation Act 1992).

(7)

Where the costs of giving notice of the shareholder proposal and the text of any proposed resolution are required to be met by the proposing shareholder, the proposing shareholder must, on giving notice to the board, deposit with the company or tender to the company a sum sufficient to meet those costs.

Schedule 1 clause 9(4): amended, on 15 April 2004, by section 22(1) of the Companies Amendment Act (No 2) 2004 (2004 No 24).

Schedule 1 clause 9(6): replaced, on 15 April 2004, by section 22(2) of the Companies Amendment Act (No 2) 2004 (2004 No 24).

10 Corporations may act by representatives

A body corporate which is a shareholder may appoint a representative to attend a meeting of shareholders on its behalf in the same manner as that in which it could appoint a proxy.

11 Votes of joint holders

Where 2 or more persons are registered as the holder of a share, the vote of the person named first in the share register and voting on a matter must be accepted to the exclusion of the votes of the other joint holders.

12 Loss of voting right if calls unpaid

Subject to the constitution of a company, if a sum due to a company in respect of a share has not been paid, that share may not be voted at a shareholder’s meeting other than a meeting of an interest group.

13 Other proceedings

Except as provided in this schedule, and subject to the constitution of the company, a meeting of shareholders may regulate its own procedure.

14 Shareholder participation by electronic means

(1)

For the purposes of this schedule, a shareholder, or the shareholder’s proxy or representative, may participate in a meeting by means of audio, audio and visual, or electronic communication if—

(a)

the board approves those means; and

(b)

the shareholder, proxy, or representative complies with any conditions imposed by the board in relation to the use of those means (including, for example, conditions relating to the identity of the shareholder, proxy, or representative and that person’s approval or authentication (including electronic authentication) of the information communicated by electronic means).

(2)

To avoid doubt, participation in a meeting includes participation in any manner specified in this schedule or permitted by the constitution of the company.

Schedule 1 clause 14: inserted, on 31 August 2012, by section 11(7) of the Companies Amendment Act (No 2) 2012 (2012 No 60).