The passing of this legislation in time for the upcoming 2012 AGM season will resolve the uncertainties that arose following last year’s executive remuneration reforms by making it clear that the chair is able to cast undirected proxy votes on remuneration resolutions, with the informed consent of the shareholder. 

The Corporations Amendment (Proxy Voting) Act 2012 (Cth) (the Act) came into effect on 28 June 2012. The Act was introduced in response to stakeholder concerns following the executive remuneration amendments 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 Act amends section 250R(5) 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 Act.