This Bill seeks to resolve the uncertainty that has arisen following last year’s executive remuneration reforms, by making it clear that the chair is able to cast undirected proxy votes on remuneration resolutions. 

The Corporations Amendment (Proxy Voting) Bill 2012 (Cth) has been introduced into Federal Parliament in response to stakeholder concerns following the executive remuneration amendments introduced last year under the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth), which prohibited key management personnel from voting on executive remuneration resolutions. The Bill has now passed through both Houses of Parliament and is awaiting Royal Assent.

This Bill amends section 250R of the Corporations Act 2001 (Cth) by clarifying that the chair of a meeting, who is also a member of the company’s key management personnel, will be able to cast undirected proxies on a non-binding vote on remuneration resolutions, where a shareholder provides their informed consent for the chair to exercise the proxy.

See the Bill and its explanatory memorandum.