Corporations Amendment (Repayment of Directors' Bonuses) Act 2003 (Cth)

Corporations Amendment (Repayment of Directors' Bonuses) Act 2003

No. 25, 2003

An Act to amend the Corporations Act 2001, and for related purposes

Contents 1 Short title 2 Commencement 3 Schedule(s)

Schedule 1—Amendments Corporations Act 2001

Corporations Amendment (Repayment of Directors' Bonuses) Act 2003

No. 25, 2003

An Act to amend the Corporations Act 2001, and for related purposes

[Assented to 11 April 2003]

The Parliament of Australia enacts:

1 Short title

This Act may be cited as the Corporations Amendment (Repayment of Directors' Bonuses) Act 2003.

2 Commencement

This Act commences on the day on which it receives the Royal Assent.

3 Schedule(s)

Each Act that is specified in a Schedule to this Act is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this Act has effect according to its terms.

Schedule 1—Amendments

Corporations Act 2001

1 Section 9 Insert:

close associate of a director means: (a) a relative or de facto spouse of the director; or (b) a relative of a spouse, or of a de facto spouse, of the director.

2 Section 9 Insert:

unreasonable director‑related transaction has the meaning given by section 588FDA.

3 After section 588FD Insert:

588FDA Unreasonable director‑related transactions

(1) A transaction of a company is an unreasonable director‑related transaction of the company if, and only if: (a) the transaction is: (i) a payment made by the company; or (ii) a conveyance, transfer or other disposition by the company of property of the company; or (iii) the issue of securities by the company; or (iv) the incurring by the company of an obligation to make such a payment, disposition or issue; and (b) the payment, disposition or issue is, or is to be, made to: (i) a director of the company; or (ii) a close associate of a director of the company; or (iii) a person on behalf of, or for the benefit of, a person mentioned in subparagraph (i) or (ii); and (c) it may be expected that a reasonable person in the company's circumstances would not have entered into the transaction, having regard to: (i) the benefits (if any) to the company of entering into the transaction; and (ii) the detriment to the company of entering into the transaction; and (iii) the respective benefits to other parties to the transaction of entering into it; and (iv) any other relevant matter. The obligation referred to in subparagraph (a)(iv) may be a contingent obligation.