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senate vote 2022-02-10#11
Edited by
mackay staff
on
2022-02-24 11:14:51
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Title
Bills — Corporations Amendment (Meetings and Documents) Bill 2021; in Committee- Corporations Amendment (Meetings and Documents) Bill 2021 - in Committee - Wholly virtual meetings for non-listed entities
Description
<p class="speaker">Nick McKim</p><p>by leave—I move the amendments in my name on sheet 1472 revised together:</p>-
- The majority voted against [amendments](https://www.openaustralia.org.au/senate/?id=2022-02-10.177.1) introduced by Tasmanian Senator [Nick McKim](https://theyvoteforyou.org.au/people/senate/tasmania/nick_mckim) (Greens), which means they failed.
- Senator McKim [explained that](https://www.openaustralia.org.au/senate/?gid=2022-02-10.172.3):
- > *This amendment would prevent listed companies from holding wholly virtual AGMs. It's been revised to align it with the amendments agreed to in the House to establish a review into these provisions of the bill. By their nature, listed companies have a public responsibility and the parliament should ensure that their AGMs are conducted in a publicly observable manner. Allowing listed companies to hold hybrid AGMs will provide an opportunity for all of the issues associated with virtual meetings to be sorted out and for there to be a real-world confirmation of their purported benefits. Until then, wholly virtual AGMs for listed companies should not be allowed and shareholders should retain the opportunity to sit in the same room as the executive and the board to bear witness to exactly what they are up to and have the capacity to hold them to account for their actions.*
- ### What does the bill do?
- According to the [bills digest](https://www.aph.gov.au/Parliamentary_Business/Bills_Legislation/bd/bd2122a/22bd037), the bill was introduced in order to:
- > * *allow companies to use technology to execute company documents such as contracts and deeds and to also sign meetings-related documents and provide those to their members and*
- > * *allow companies and registered schemes to hold hybrid meetings (which give members the option of either attending in person or remotely).*
<p class="italic">(1) Schedule 2, item 11, page 23 (line 22), before "A company", insert "(1)".</p><p class="italic">(2) Schedule 2, item 11, page 23 (line 25), omit "technology; or", substitute "technology.".</p><p class="italic">(3) Schedule 2, item 11, page 23 (lines 26 to 27), omit paragraph 249R(c).</p><p class="italic">(4) Schedule 2, item 11, page 23 (after line 27), at the end of section 249R, add:</p><p class="italic">(2) If a company is not listed, then the company may hold a meeting of its members using virtual meeting technology only, if this is required or permitted by the company's constitution expressly.</p><p class="italic">(5) Schedule 2, item 11, page 24 (after line 12), at the end of paragraph 249RA(1)(c), add:</p><p class="italic">Note: Only a company that is not listed can hold a meeting using virtual meeting technology only: see subsection 249R(2).</p><p class="italic">(6) Schedule 2, item 11, page 25 (after line 3), at the end of paragraph 249S(3)(c), add:</p><p class="italic">Note: Only a company that is not listed can hold a meeting using virtual meeting technology only: see subsection 249R(2).</p><p class="italic">(7) Schedule 2, item 11, page 25 (after line 23), at the end of subsection 249S(7), add:</p><p class="italic">Note: Only a company that is not listed can hold a meeting using virtual meeting technology only: see subsection 249R(2).</p><p class="italic">(8) Schedule 2, item 22, page 27 (line 23), before "A registered scheme", insert "(1)".</p><p class="italic">(9) Schedule 2, item 22, page 27 (line 26), omit "technology; or", substitute "technology.".</p><p class="italic">(10) Schedule 2, item 22, page 27 (line 27) to page 28 (line 2), omit paragraph 252P(c).</p><p class="italic">(11) Schedule 2, item 22, page 28 (after line 2), at the end of section 252P, add:</p><p class="italic">(2) If a registered scheme is not listed, then the registered scheme may hold a meeting of its members using virtual meeting technology only, if this is required or permitted by the scheme's constitution expressly and the provisions of the scheme's constitution that require or permit such use were included in the scheme's constitution:</p><p class="italic">(a) at the time the scheme was established; or</p><p class="italic">(b) by special resolution of the members of the scheme.</p><p class="italic">(12) Schedule 2, item 22, page 28 (after line 15), at the end of paragraph 252PA(1)(c), add:</p><p class="italic">Note: Only a registered scheme that is not listed can hold a meeting using virtual meeting technology only: see subsection 252P(2).</p><p class="italic">(13) Schedule 2, item 22, page 29 (after line 7), at the end of paragraph 252Q(3)(c), add:</p><p class="italic">Note: Only a registered scheme that is not listed can hold a meeting using virtual meeting technology only: see subsection 252P(2).</p><p class="italic">(14) Schedule 2, item 22, page 29 (after line 27), at the end of subsection 252Q(7), add:</p><p class="italic">Note: Only a registered scheme that is not listed can hold a meeting using virtual meeting technology only: see subsection 252P(2).</p><p class="italic">(15) Schedule 2, item 47, page 42 (line 29), omit "Paragraphs 249R(c) and 252P(c)", substitute "Subsections 249R(2) and 252P(2)".</p><p class="italic">(16) Schedule 2, item 47, page 43 (line 27), omit "Paragraphs 249R(c) and 252P(c)", substitute "Subsections 249R(2) and 252P(2)".</p> <p class="speaker">Jenny McAllister</p><p>Labor shares some of the concerns raised by the Greens in relation to the use of virtual AGMs. That is why we demanded the government include a vigorous review including a sunset clause to repeal the virtual AGMs clause if the independent review is not tabled in the parliament after two years. The government has agreed to this amendment. But we do actually recognise the substantial benefits that can come from virtual AGMs, include improving the ability of Australians in remote and regional areas to participate in corporate governance, and so we won't stand in the way of this. But we will ensure that shareholder rights are protected through the independent review process that we have secured in the other place.</p> <p class="speaker">Jane Hume</p><p>Allowing both listed and unlisted companies to hold wholly virtual meetings gives companies the flexibility to do business the way that best suits them. The bill contains a legislative requirement for a review to be undertaken within two years after its commencement, and government parliamentary amendment introduced in the House of Representatives ensure that those wholly virtual meetings provisions will cease to have effect if the review is not done and a report tabled in parliament 2½ years after its commencement. For this reason, the government will be opposing the Greens amendment.</p> <p class="speaker">Concetta Fierravanti-Wells</p><p>The question is that the amendments moved by Senator McKim be agreed to.</p><p></p><p></p> -
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