Section 196 — Corporations Act 2001: ASIC power to make declarations and class orders

ASIC’s power to make specific declarations (1) ASIC may declare in writing that a director of a public company who has a material personal interest in a matter that is being, or is to be, considered at a directors’ meeting may, despite the director’s interest, be present while the matter is being considered at the meeting, vote on the matter, or both be present and vote. However, ASIC may only make the declaration if: (a) the number of directors entitled to be present and vote on the matter would be less than the quorum for a directors’ meeting if the director were not allowed to vote on the matter at the meeting; and (b) the matter needs to be dealt with urgently, or there is some other compelling reason for the matter being dealt with at the directors’ meeting, rather than by a general meeting called under subsection 195(4). (2) The declaration may: (a) apply to all or only some of the directors; or (b) specify conditions that the company or director must comply with. ASIC’s power to make class orders (3) ASIC may make an order in writing that enables directors who have a material personal interest in a matter to be present while the matter is being considered at a directors’ meeting, vote on that matter, or both be present and vote. The order may be made in respect of a specified class of public companies, directors, resolutions or interests. (4) The order may be expressed to be subject to conditions. (5) Notice of the making, revocation or suspension of the order must be published in the Gazette.