Director Nominations ahead of AGM

Corporate News - 22 September 2021

We would like to remind our listed clients of the requirement to announce the closing date for the receipt of director nominations ahead of upcoming annual general meetings (AGMs).

Listing Rule 14.3 requires listed companies to accept nominations for the election of directors up to 35 business days before the date of a general meeting unless the company’s constitution provides otherwise.  Listing Rule 3.13.1 was amended in December 2019 to clarify that listed companies must give 5 business days’ notice of the notice to the market of the closing date for the receipt of director nominations.  It is important that listed companies check their constitution to confirm the timing requirements for announcing closure of director nominations.

The right for shareholders to nominate directors for election at the AGM is only limited by the maximum number of directors set by the company’s constitution or the Board declaring that there are no vacancies (this requires shareholder approval under sections 201N to 201U of the Corporations Act, and only lasts until the next AGM).
Listed companies should also remember that any notices that contain resolutions seeking approval under the Listing Rules must be submitted to ASX for review before dispatching to shareholders. Typically, ASX’s review requires 5 business days but complex resolutions or transactions may require further time. In addition, any notices of meeting with related party resolutions will need to be submitted to ASIC for review which can take up to 14 days (although an application to shorten the review period can be made).
contact us if you require assistance with preparing any announcements or notices or require advice in respect of timing issues.

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