NED fee pool announcement


New requirements for resolutions to increase the non-executive director fee pool have been announced by the Australian Stock Exchange (ASX), with those planning a resolution at an annual general meeting (AGM) encouraged to take note of the recent amendments to Listing Rule 10.17.

In addition, a notice of meeting will now need to include details of any securities issued to a non-executive director under Listing Rule 10.11 or 10.14 with the approval of the holders of the entity’s ordinary securities at any time within the preceding three years.

Listed entities must hold their AGMs within five months of their financial year end. Under listing rule 15.1.17, draft notices of general meetings that contain resolutions for listing rules purposes must be submitted to the ASX for review before they are sent to security holders.

The ASX has stated that it may take five business days to advise on whether it objects to a draft document and may extend the time that it needs for review. It has asked all listed entities to bear these timings in mind when submitting their draft notices.

Those requiring waivers from any listing rules in connection with the notice of AGM should allow additional time and seek advice from their listings adviser.