Commonwealth Numbered Acts

CORPORATE LAW REFORM ACT 1992 No. 210 of 1992 - SECT 25

25. After section 232 of the Corporations Law the following sections are
inserted: Voting by interested director of public company

"232A.(1) A director of a public company who has a material personal interest
in a matter that is being considered at a meeting of the board, or of
directors, of the company:

   (a)  must not vote on the matter (or in relation to a proposed resolution
        under subsection (3) in relation to the matter, whether in relation to
        that or a different director); and

   (b)  must not be present while the matter (or a proposed resolution of that
        kind) is being considered at the meeting. Note: In this section,
        'public company' has an extended meaning: see paragraph (b) of the
        definition of 'public company' in section 9.

"(2) Subsection (1) does not apply to an interest that the director has:

   (a)  as a member of the company; and

   (b)  in common with the other members of the company.

"(3) Subsection (1) does not apply if the board has at any time passed a
resolution that:

   (a)  specifies the director, the interest and the matter; and

   (b)  states that the directors voting for the resolution are satisfied that
        the interest should not disqualify the director from considering or
        voting on the matter.

"(4) A quorum is not present during the consideration of a matter at a meeting
of the board, or of directors, of a public company unless at least 2 directors
are present who are entitled to vote on any motion that may be moved at the
meeting in relation to that matter.

"(5) A general meeting of a public company may deal with a matter in so far as
the board cannot deal with it because of subsection (4).

"(6) If:

   (a)  someone proposes a resolution of a public company's board in
        connection with a general meeting of the company dealing with a
        matter; and

   (b)  subsection (4) would prevent the proposed resolution from being
        considered; subsections (1) and (4) do not apply in relation to a
        motion that relates to the proposed resolution.

"(7) If, because of subsection (6), subsection (4) does not apply in relation
to a motion that is considered or voted on at a meeting, the directors present
must ensure that the minutes record that fact.

"(8) A public company's constitution may restrict a director's entitlement to
vote, or to be present, at a meeting even if this section would not.
Commission may exempt directors from section 232A in appropriate cases

"232B.(1) The Commission may by writing declare that, for the purposes of all
or specified meetings of the board, or of directors, of a company, subsections
232A(1) and (4) do not apply in relation to a specified matter, but may only
do so if satisfied that:

   (a)  the matter could not otherwise be dealt with at those meetings because
        of subsection 232A(4); and

   (b)  because it is urgent or for some other compelling reason, the matter
        should be dealt with at those meetings and not by a general meeting,
        even though directors have a material personal interest in the matter.

"(2) A declaration may be expressed to apply generally or as otherwise
specified, and may be subject to:

   (a)  a specified condition to be complied with, in relation to the matter,
        by the company or a director; or

   (b)  2 or more such conditions.

"(3) A declaration has effect accordingly.

"(4) A company or a director must not contravene a condition.

"(5) The Commission may by writing vary or revoke a declaration.".