Wanna know why AJX has potential, page-295

The answer to your question Zandra is not quite as simple as might be expected.

Australian corporations law still allows any resolution at an AGM to be determined either by a poll (one vote per share) or by a show of hands (one vote per shareholder present or represented), although there is a general move towards the former with the introduction of electronic voting. The voting procedures to be adopted at a meeting normally are open for the chairman to determine.

Alexium’s constitution is consistent with this approach and includes the following clauses.

12.12 Voting - Show of Hands
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded in accordance with clause 12.14.

12.14 Poll
A poll may be demanded before or immediately upon the declaration of the result of the show of hands by:

• (a) the chairman of the general meeting;
• (b) at least 5 Shareholders present in person or by proxy, attorney or Representative having the right to vote on the resolution; or
• (c) any one or more Shareholders holding not less than 5% of the total voting rights of all Shareholders having the right to vote on the resolution.

Both ASIC and the Australian Institute of Company Directors have expressed some concern about common board malpractice, especially in relation to the Two-Strikes Rule (surely not).

ASIC:
The two strikes rule started in 2012 and is designed to give shareholders a strong say on director and executive remuneration. Arguably, the rule has seen an increase in the quality of engagement with shareholders.

While the Corporations Act requires the remuneration report to be put to vote at an AGM, it does not require the vote to be determined by a poll. Many company constitutions provide the chair of the AGM with discretion as to whether to put a resolution to a vote by a poll or a show of hands. In making this decision, the chair has a duty to ascertain the sense of the meeting and needs to take care when deciding to put the remuneration report to a vote on a show of hands where the proxy position suggests there is significant shareholder concern about remuneration. ASIC has received some isolated reports of alleged misconduct in relation to this issue.

AICD:
“Decades ago, voting by a show of shareholder hands was appropriate. But those halcyon days vanished when the current one-share, one-vote regime galloped onto the scene to crush, among other things, the ugly practice of incumbent boards themselves stacking meetings with a bunch of their clubby mates with negligible shareholdings but big hands and loud, whisky-soaked voices.”