bobs last post, page-47

 
 
Buddy
 
To be honest, I think it's irrelevant whether I, you or anybody else picked up that error and/or posted about it. The fact is CP’s lawyers will have already spotted it and that doesn’t bode well for Askin and Dunmore - can’t see how a court could allow those 200m proxy votes cast against their removal resolutions to stand.
 
My point was simply that greater care should have been taken to dot the ‘i’s and cross the ‘t’s in the circumstances of a meeting that was always going to be contentious and picked over by those with their own agendas. Its very frustrating that that didn’t happen and our funds are being poured down a litigation drain.
 
The same goes for the July 19 meeting. With the experience of last week in hand, everyone should be acutely aware of making sure that procedure ticks all the boxes. Looking at those meeting materials in detail, I’m not sure they’ve got it right this time either, and I would be cautious about giving the Chair a proxy without a specific voting direction for the July 19 meeting as well. That proxy form doesn’t specify which way the Chair will vote as proxy, only that undirected proxies will be voted “as the proxy sees fit”. That’s not an unlawful approach, but it does go against ASX guidance. Even though it is pretty clear from the other meeting materials that the Chair is likely to vote in accordance with the board’s recommendations, not stating that on the proxy form itself leaves it vulnerable to challenge.
 
What is more of an issue is that the Corps Act only allows a director acting as Chair of the meeting to vote undirected proxies on a resolution linked to management remuneration if there is a statement on the proxy form that expressly authorises the chair to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of keymanagement personnel. Its standard wording and there is an example of it on the 2011 AGM meeting. I can’t fathom why its been left off this form in respect of the Cottee options resolution, but I think without it any votes cast by the Chair in respect of an undirected proxy are invalid and taken not to have been cast – doesn’t affect the validity of the resolution just means the law requires you to ignore all undirected proxies cast by the Chair (s250BD(4)). If voting goes anything like last time, that would lead to a reversal of the result the board are recommending and could mean the end of Cottee. Not a good outcome in my view.
 
The people in charge of this process need to raise their game.