Discuss about the Corporations Act for Business of AGM.
Section 198A of the Corporations Act explains the provisions which discusses about the Power of Directors. A company is managed by the Directors of the company. For running the company it is very important that the Directors must have certain powers and authorities. So the business of the company is managed by or is under the direction of Directors. Directors have the right to exercise its powers except the powers which can only be exercised in general meeting. There are situations where directors want to issue shares or borrow money or even issue debentures. In such situations approval is required in general meeting. Directors alone cannot decide that they want to issue certain no of shares or debentures. Directors have the power to even remove the managing director of the company by passing a special resolution. If Directors are not having any powers then it is difficult for the company to run the business. Most of the crucial decisions of the company are mainly decided by the Directors in the Board Meeting of the company. There is a provision in which director’s alas need to rotate and retire. A single director has all the rights which are available to all the other directors. (austlii.edu.au, 2016)
Section 191 of the Corporations Act explains the situations where directors needs to disclose their duties. Whenever there is any conflict on any matter then directors duty needs to be notified to other directors. In a company there will be many situations when there is a conflict between two or more persons then this section helps to resolve those conflicts. If a director has a material personal interest then it has to be related to the affairs of the company. The notice which is to be given by the director must include the nature and extent of the interest and also explains the relation of the interest to the affairs of the company. If this section is contravened by any of the directors then it will not affect validity of any act, agreement, transaction, instrument, resolution or any other thing. This section will mostly apply to all the companies except a proprietary company which is having only 1 director. The provisions of this section helps the company to resolve issues whenever there is a conflict and when a director is having material personal interest in the affairs of the company. Hence, under such situations this section needs to be applied. (austlii.edu.au, 2016)
Section 250 R of the Corporations Act discusses about the Annual General Meeting. this section let us know about the business of an AGM. It tells us about which of the elements should be included in the business of AGM. It helps to know that procedure of all the transactions which are going to be discussed in the AGM. The points which should be included in the business of AGM are like the consideration of the annual report, the whole process about the election of directors, the process that how an auditor is appointed and finally to fix the auditors remuneration. All these points should be mentioned in the business of AGM. These are important points which need to be discussed in AGM, if not then there are chances that these points might get skipped. For a general meeting to get concluded, it is very important that quorum must be there. If the quorum is not present then there are high chances that meeting may also get cancelled. There are some situations where a director is not present in the meeting, then on his place, his proxy can also attend the meeting and also has the right to vote. (austlii.edu.au, 2016)
Austlii.edu.au, 2016. CORPORATIONS ACT 2001 - SECT 191. [Online] Available at: https://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s191.html [Accessed 12th September 2016].
Austlii.edu.au, 2016. CORPORATIONS ACT 2001 - SECT 198A. [Online] Available at: https://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s198a.html [Accessed September September 2016].
Austlii.edu.au, 2016. CORPORATIONS ACT 2001 - SECT 250R. [Online] Available at: https://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s250r.html [Accessed 12th September 2016].