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Sean
Sean, Experienced lawyer
Category: Australia Law
Satisfied Customers: 852
Experience:  Law degree with 1st class honours from Australian National University.
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if a superannuation fund has two individuals as the trustees,

Customer Question

if a superannuation fund has two individuals as the trustees, do the trustees need to appoint a proxy (likely to be one of them or the chairman) to attend and vote on their behalf at an AGM of a company in which it holds shares. What if both attend and only one speaks. My interpretation is that they would need to appoint someone as their proxy as members only get one vote and which one is authorised to speak??
Your view would be appreciated.
Submitted: 12 months ago.
Category: Australia Law
Expert:  Sean replied 12 months ago.

Hello and thank you for your question.

Your analysis of the situation is correct. The superannuation fund will be one shareholder and therefore will have a right to have one person attend the AGM and cast one vote. Therefore, the fund would need to appoint someone to represent it at the AGM, which could be either of the two trustees. Whether or not both could attend would depend on the constitution of the investee company. If it is not in the company's constitution, then it will be up to the AGM to decide whether additional people are allowed as observers. To be sure, you could check with the company whether they will be allowing observers in your situation.

Please let me know if you need any more information.

Regards,
Sean
Customer: replied 12 months ago.


Thanks Sean


 


The company's constitution is silent other than how to issue and receive proxies. The issue of attendees is at the discretion of the chairman.


our situation is that I am the chairman and an aggressive shareholder representative (a trustee of the superfund a 5% shareholder) has failed to lodge a proxy. I expect he will come to agitate. I have 95% proxies in favour of all resolutions but I wanted to make sure that I didn't have to record any of his rants in the minutes. reason being that it wouldn't look good with pending due diligence by a potential investor.


 


 

Expert:  Sean replied 12 months ago.

That means that if he does come, as chairman you can question his eligibility to attend given that there is nothing from the superfund authorising him to attend on its behalf.
Customer: replied 12 months ago.

Thanks, XXXXX XXXXX mellow overnight but definitely wont give him a vote. if he agitates I will evict him

Expert:  Sean replied 12 months ago.

OK, all the best with it. And please come back again if you have any further questions.



Customer: replied 12 months ago.

thanks for the advice.


this is my first time using this service and it is an excellent way of clearing niggly questions


I will definitely be back when a problem next arises

Expert:  Sean replied 12 months ago.

Great, I'm glad it's been helpful. Yes, it is a good way of getting those niggly questions answered.

Also, please remember to leave positive feedback as that is how we get credit for our work in answering your questions.

Sean, Experienced lawyer
Category: Australia Law
Satisfied Customers: 852
Experience: Law degree with 1st class honours from Australian National University.
Sean and other Australia Law Specialists are ready to help you
Expert:  Sean replied 12 months ago.

Thank you for the excellent rating, and for the bonus. Much appreciated.

Just one further thought about this. If the aggressive trustee does show up, you can question whether he has authority to attend on behalf of the fund. However, just because the fund hasn't submitted a proxy doesn't necessarily mean he doesn't have authority. He may have received authority to attend in a different way, like something in writing to this effect by the fund. If he can produce this, then he should be allowed to be there on behalf of the fund. If he can't, then you are entitled to question whether he has the fund's authority to be there.

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