How To Vote, page-113

Hi Greg –

I’ve researched your “……….removal would precipitate their early retirement” and found the very much enlightening extract – from under the sub-heading :

“#23 – Board Composition” – on page 13 of an Australia-wide lawyer’s webpage per the link:

http://www.sparke.com.au/custom/files/docs/corporate-governance-2013-australia.pdf

The extract reads : “………….public companies must have two directors who ordinarily reside in Australia…”.

So, before the GM only WW or HB can choose to resign, but not both of them, unless, as is most unlikely IMO, the Board holds a Director’s Meeting
and temporarily appoints, per the 1^st 2 Agenda items, 2 Directors of their own choosing,
which then allows both WW & HB to resign immediately after those 2 new Directors have been appointed albeit with their prior agreement that they would resign at the GM,
after the existing Resolutions 1 thru 4 were dealt with.

This speculative scenario would then not impact negatively on the already convened GM.
i.e. provided that the 50% + 1 Vote quantity was reached- to pass, as FOR, the present Resolutions 1 & 2 – to appoint Michael Langford & James Mackay as Directors.
After that the existing Resolutions 3 & 4 would be “cancelled” and not voted on (because WW & HB would have already resigned.).

It ALSO follows :
that because BGS only has 3 Directors – KJ, WW, & HB – is why Resolution #s 1 & 2 – as currently set out in the Notice of GM – could not – from Day 1 - otherwise be for the removals of BOTH WW & HB – because, even for only a few minutes or whatever longer time that ensues – the Company would then be left, illegally, with only 1 Director! i.e. KJ.

Another pertinent extract (some of which most HC posters now know about) is from under the sub-heading :

“ #3 Shareholder powers” on Page 9 per the above link, which reads :

Quote

(Q): What powers do shareholders have to appoint or remove directors or require the board to pursue a particular course of action?
(A): Shareholders of public companies always have the ability to remove directors and vote for replacement directors, but have no legal power to direct the board to pursue any particular course of action.
The power and responsibility to determine strategy and operate the company rests with the board and not with the shareholders.
Shareholders may remove directors.
Shareholders can generally appoint and remove directors by passing an ordinary resolution at a shareholders meeting.
A public company is not entitled to entrench its directors. Shareholders may remove a director at a general meeting, regardless of any agreements in place between the company and the director or between the shareholders and the director, and regardless of the constitution of the company.

In a public company it is only the shareholders that may remove a director (directors have no power
to remove a fellow director).

End quote.

So, what has been stated above should alleviate any fears some posters might have -
that the BoD could be working on , or already have developed, some course of action that they’ll have (or already are holding) up their sleeve, to take at the Meeting.
IMO, they don’t, and never will have, by Mar 22^nd.

Perhaps 1 of the 6? RM’s (the Meeting’s Requisitioning Members) – who most of us fellow posters know by now – might thus like to answer my question :
Q: Have any of the RM’s ascertained whether any other legal course of action can be taken by the Board – at the GM - to make the Vote go AGAINST all Resolutions, other than by WW & HB raising the 50% + 1 of votes cast, to enable either or both of them to stay in office?
(I realise though that if such an action is available it might not be pertinent to post it here on HC, before the GM).

I would also welcome their comment, and any other poster’s, on this post.
I apologise if it sounds a bit complicated in parts – but hopefully will benefit its readers to some extent. TG.