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Insights from company meetings held in 2012Voting on <strong>the</strong> remuneration reportSpill meetings are still being held in 2013Of <strong>the</strong> 25 companies across <strong>the</strong> ASX who received a second strike in 2012, six companies received more than 50% of votes infavour of <strong>the</strong> spill resolution which required <strong>the</strong>m <strong>to</strong> hold a spill meeting within 90 days of <strong>the</strong> AGM. At <strong>the</strong> time of writing, fourcompanies are still yet <strong>to</strong> hold <strong>the</strong>ir spill meeting.Penrice Soda Holdings Limited (PSH) was <strong>the</strong> first company required by <strong>the</strong> ‘two strikes’ rule <strong>to</strong> hold a spill meeting. After havingreceived more than 25% ‘no’ votes on <strong>the</strong> remuneration report resolution and more than 50% ‘yes’ votes on <strong>the</strong> spill resolutionat <strong>the</strong>ir AGM held on 30 Oc<strong>to</strong>ber 2012, requirements stipulate that <strong>the</strong> spill meeting must be held within 90 days of <strong>the</strong> AGM. Thismeeting was held on 25 January 2013.At <strong>the</strong> spill meeting two incumbent direc<strong>to</strong>rs, who under <strong>the</strong> two strikes legislation ceased <strong>to</strong> hold office at <strong>the</strong> conclusion of<strong>the</strong> meeting, offered <strong>the</strong>mselves for re-election and were both successfully re-appointed. The company had also received threeadditional nominations for Board positions, but all three failed <strong>to</strong> get <strong>the</strong> required securityholder support.Companies who plan <strong>to</strong> hold<strong>the</strong>ir AGM and a spill meeting (ifrequired) on <strong>the</strong> same day shouldconsider replacing traditionalvoting cards with digital votinghandset technology at <strong>the</strong> meeting<strong>to</strong> enable securityholders <strong>to</strong>register for both meetings at once.Click here <strong>to</strong> find out how thistechnology assisted a companymanage its complex meetings in2012.The second company <strong>to</strong> conduct a spill meeting was Globe International Limited (GLB). GLB received a second strike at <strong>the</strong>ir2012 AGM held on 14 November 2012. The remuneration report resolution received more than 85% of votes against, and <strong>the</strong> spillresolution received more than 85% of votes in favour which triggered <strong>the</strong> requirement <strong>to</strong> hold a spill meeting. The spill meeting washeld on 6 February 2013. The three direc<strong>to</strong>rs who s<strong>to</strong>od for re-election were all re-appointed, each direc<strong>to</strong>r receiving almost 90% ofvotes in support of <strong>the</strong>ir re-election. There were no additional nominations for <strong>the</strong> Board positions.Careful consideration required for arranging a spill meetingWe also observed that three companies arranged for a spill meeting <strong>to</strong> be held on <strong>the</strong> same day as <strong>the</strong>ir AGM, in <strong>the</strong> event that <strong>the</strong>yreceived a second strike and <strong>the</strong> spill resolution was passed. This pre-arranged meeting was intended <strong>to</strong> avoid <strong>the</strong> substantial costsassociated with staging a second meeting within 90 days, although <strong>the</strong>se companies did incur an upfront cost associated with <strong>the</strong>printing and mailing of a second Notice of Meeting and proxy form for a meeting that might not take place. None of <strong>the</strong>se threecompanies did in fact have <strong>to</strong> hold <strong>the</strong>ir spill meeting, although two of <strong>the</strong> three companies did receive a second strike.How <strong>the</strong>y decided – show of hands or poll?Across all <strong>Computershare</strong> clients who held <strong>the</strong>ir AGM in 2012, we observed that 72% of clients decided <strong>the</strong> remuneration reportresolution via a show of hands while 28% of clients conducted a poll.Based on our review of all of <strong>the</strong> 104 companies facing a second strike at <strong>the</strong>ir 2012 AGM, we observed that <strong>the</strong> proportion ofcompanies who decided <strong>the</strong> remuneration report resolution via a show of hands was 52% with a corresponding 48% conducting apoll.For <strong>the</strong> 25 companies who received a second strike and <strong>the</strong>n had <strong>to</strong> put a spill resolution <strong>to</strong> <strong>the</strong> meeting, <strong>the</strong> proportion ofcompanies going <strong>to</strong> poll on <strong>the</strong> spill resolution was 68% with 32% voting on <strong>the</strong> spill resolution by a show of hands.21

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