Section 109 — Companies Act 1993: Management review by shareholders

109 Management review by shareholders (1) Notwithstanding anything in this Act or the constitution of the company, the chairperson of a meeting of shareholders of a company must allow a reasonable opportunity for shareholders at the meeting to question, discuss, or comment on the management of the company. (2) Notwithstanding anything in this Act or the constitution of the company, but subject to subsections (2A) and (3) , a meeting of shareholders may pass a resolution under this section relating to the management of a company. (2A) The provisions of Schedule 1 govern proceedings at a meeting of shareholders at which a resolution under this section is passed except to the extent that the constitution of the company provides for matters that are expressed in that schedule to be subject to the constitution of the company. (3) Unless the constitution provides that the resolution is binding, a resolution passed pursuant to subsection (2) of this section is not binding on the board. Subsection (2) was amended, as from 15 April 2004, by section 7(1) Companies Amendment Act (No 2) 2004 (2004 No 24) by substituting the words “ subsections (2A) and (3) ” for the words “ subsection (3) of this section ” . Subsection (2A) was inserted, as from 15 April 2004, by section 7(2) Companies Amendment Act (No 2) 2004 (2004 No 24).