Week 5 – Seminar Problem Set 4

Topic: Management and Control of Business Decision Making

1. The ASX Corporate Governance Council is responsible for formulating the Corporate Governance Principles and Recommendations. Under ASX Listing Rule 4.10.3, listed entities like GML are required to benchmark their corporate governance practices against the Council's

recommendations and, where they do not conform, to disclose that fact and the reasons why, in their annual report. GML would like your help in reporting against Principle 2 on board structure. Have a look at the recommendations the Council has made on board structure, available at

http://www.asx.com.au/documents/asx-compliance/cgc-principles-and-recommendations-3rd- edn.pdf at pages 14 – 19. Does the GML board conform to those recommendations?  CACL Problem Set 3 [26-200] Question 4

 Reading: See [6-150] 2. Jason Jones owns 10 ordinary shares and 5 A class shares in FWPL. He has heard about the proposed formation of FOW and acquisition of the Robinvale vineyard, and thinks a move into

organic wine production would be a mistake. What steps, if any, can he take to prevent FWPL going ahead with the deal?  CACL Problem Set 3 [26-200] Question 5

 Reading: See [6-300] – [6-440] and Automatic Self-Cleansing Filter Syndicate Co Ltd v Cunninghame [1906] 2 Ch 34

3. FWPL has two classes of shares on issue – ordinary shares and A Class shares. Under the terms of the FWPL constitution, FWPL's constitution says that owners of "A" class shares have one vote for each five "A" class shares held. The directors of FWPL would like to have the

constitution amended so that A Class shareholders cannot vote on constitutional amendments. Is this possible? If so, what would be required to make that amendment?

 CACL Problem Set 4 [26-250] Question 1  Reading: See [7-340] and s246B of the Corporations Act

4. Jason and Jennifer Jones would like more of a say in the affairs of FWPL. They would like to force a meeting of FWPL to vote on a resolution to amend the constitution of FWPL to give A Class shareholders the right to vote on the appointment of directors. They have asked Mario to convene a members' meeting to consider the resolution but he has refused, saying that it would be futile because he, Nick and Pia would never agree. Jason and Jennifer would like your advice on whether the meeting can be held.

 CACL Problem Set 4 [26-250] Question 5  Reading: See [8-200] – [8-220] and s249C, s249D, s249F of the Corporations Act 5. The rules governing the relationship between partners are set out in Section 24(1) (1) – (1) (9) Partnership Act 1892 (NSW). However if a partnership agreement exists and contains provisions different from section 24, it will override those rules. Advise your client on the meaning and effect of any three (3) of those rules.

 Question based on E-reading  Reading: See E-reading link on Blackboard in the Week 5 folder: Australian Corporate Law 4.34 – 4.38 and s 24 of the Partnership Act