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ARTICLE · 18 JANUARY 2012

The two strikes rule: how has it played out?

Shareholders are using their power under the two-strikes rule as a general protest vote against the board.

AustraliaCorporate/Commercial Law

Key Points:

Shareholders are using their power under the two-strikes rule as a general protest vote against the board

Executive pay has come under the spotlight this AGM season, with shareholders making use of new laws that allow them to hold company boards to account via a vote on their remuneration reports. Concerningly, there is also a trend for this power to be used by shareholders as a general protest vote against the board.

Although shareholders have been able to vote on remuneration reports for the past five years, the outcome has been non-binding. On 1 July this year, new laws came into effect which include a rule that, if a remuneration report receives a no vote at two successive AGMs, the second AGM will have to vote on a spill motion. If the spill motion receives approval by a simple majority, the company will have to hold a further general meeting within 90 days to vote on whether to keep the existing directors.

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