I have real no expertise in this area, but I have done a little research on theinternet.
This link is an easily understandable explanationof the 2nd strike process
https://www.companysecretary.com.au/board_briefings/RemunerationAccountability.pdf
I recommend you read it in full, but the most relevant part states:
“The 'second-strike' occurs if the company’s subsequentRemuneration Report receives a ‘no’ vote of 25% or more.
If this happens, theshareholders will vote at the same AGM whether the directors will need to standfor re-election within 90 days (‘spill resolution’).
Directors and keymanagement personnel and their ‘closely related parties’ (i.e., controlledentities, spouse, children, etc) will not be allowed to vote on thisresolution.
If the resolution is passed with 50% or more of votes, then a'spill meeting' must take place within 90 days.
And just in case it is needed...........notice of the spillresolution must be included in the notice of meeting for that AGM to ensure duenotice has been given in the event that the second-strike is triggered.
The notice must explain the circumstances in which the resolutionwill apply and invite shareholders to appoint a proxy to vote on the spillresolution (i.e., included on the Proxy Form with the other resolutions).”
This is a link direct to 2001 Corporations Act Section249L - Contents of Notice of Meetings to Members
Look carefully at Sub Section 2(b (ii)) where itlays out the company’s obligations to inform shareholders if a “spillresolution” (Sect 250V) is possible at the AGM.
“2(b) if at the previous AGM at least 25% of the votes cast on a resolution that the remunerationreport be adopted were against adoption of the report (but the same was not the case at the AGM before that):
(i) explain the circumstances in which subsection 250V(1) would apply; and
(ii) inform members that the resolution described in subsection 250V(1) as the spill resolutionwill be put at the AGM if that subsection applies.”
http://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s249l.html
In the Notice of Meeting that APG sent out the shareholders on 29/10/2019 - there was no mention of a possible “spill resolution” (Section250V).
On the accompanying proxy form – there was noprovision for shareholders to vote on a possible “spill resolution” (Section250V).
APG directors have failed to fulfill their legalresponsiblies under the Corporations Act.
I will not speculate on the intentions of thedirectors.
But what do shareholders think – and what will theydo anything about it???
ASIC has responsibility for investigating andenforcing the Corporations act.
Wilcox
