resolution (1) At a general meeting, a vote on a proposed resolution under
this Division must not be cast (in any capacity) by or on behalf of:
- (a)
- a
related party of the public company to whom the resolution would permit a
financial benefit to be given; or
- (b)
- an associate of such a related party.
(2) Subsection (1) does not prevent the casting of a vote if:
- (a)
- it is
cast by a person as a proxy appointed by writing that specifies how the proxy
is to vote on the proposed resolution; and
- (b)
- it is not cast on behalf of a related party or associate of a kind
referred to in subsection (1).
(3) The regulations may prescribe cases where subsection (1) does not
apply.
(4) ASIC may by writing declare that:
- (a)
- subsection (1) does not
apply to a specified proposed resolution; or
- (b)
- subsection (1) does not prevent the casting of a vote, on a specified
proposed resolution, by a specified entity, or on behalf of a specified
entity;
but may only do so if satisfied that the declaration will not cause unfair
prejudice to the interests of any member of the public company.
(5) A declaration in force under subsection (4) has effect accordingly.
(6) If a vote is cast in contravention of subsection (1), the related
party or associate, as the case may be, contravenes this subsection, whether
or not the proposed resolution is passed.
(7) For the purposes of this section, a vote is cast on behalf of an entity
if, and only if, it is cast:
- (a)
- as proxy for the entity; or
- (b)
- otherwise on behalf of the entity; or
- (c)
- in respect of a share in respect of which the entity has:
- (i)
- power to vote; or
- (ii)
- power to exercise, or control the exercise of, a right to vote.
(8) Subject to subsection 225(1), a contravention of this section does not
affect the validity of a resolution.
(9) Subject to Part 1.1A, this section has effect despite:
- (a)
- anything
else in:
- (i)
- this Act; or
- (ii)
- any other law (including the general law) of a State or Territory; or
- (b)
- anything in a body corporate's constitution.