If a listed company's annual remuneration report receives a 25% NO vote two years in a row, the AGM will then have to vote on a motion to spill the entire board. If that motion is passed, the company will convene (within 90 days) a general meeting. Immediately before that general meeting, all board positions will be vacated, forcing directors to renominate for their positions.

The draft Bill is stated to begin on 1 July 2011. However, there would effectively be a one year transition period for the Two Strikes Rule, because it will only apply where both remuneration votes have taken place after 1 July 2011.

What is a boardspill

The Two Strikes proposal appears to be aimed more at forcing directors to assuage shareholders' complaints about remuneration than turfing them out of office.

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Directors of listed companies may face automatic spill motions under new remuneration rules unveiled by the Government yesterday.

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The next year's remuneration report would be required to explain whether and how shareholders’ concerns had been taken into account.

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If an individual meets the 75 (seventy-five) CEC requirement by the anniversary of their certification issue date, the Board Certification Accreditation will renew for another 3 (three) years.

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The AGM would be presented with a motion to call a "spill meeting". The notice of the AGM would have to inform members of the possibility of a spill motion and presumably would include a proxy form to cover that eventuality.

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The Government has also released a discussion paper on a proposal to claw back remuneration paid to company directors and executives where a company’s financial statements are materially misstated.

If that second remuneration report also received a NO vote of 25 per cent or more at the AGM, the Two Strike Rule would automatically apply.

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The spill meeting would only vote on whether existing directors would remain in office. There would be no opportunity to vote in a different board. If the meeting did not re-elect at least two directors, the draft Bill says that the two directors with the highest votes would be elected. This ensures that the company retains the minimum of three directors required by the Corporations Act (the managing director and two non-executive directors).

That is, presumably, why the trigger for the "spill motion" is a mere 25% vote against the remuneration report, while the spill motion itself requires a 50% vote. In most (if not all) cases, the rejection of the spill motion would be obvious before the vote was even taken (where the vote to reject the remuneration report was less than 50%). Nevertheless, the disruption and adverse publicity caused by even having to hold a spill vote would encourage boards to try to avoid the 25% NO trigger.

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Existing directors who were re-elected at the spill meeting would effectively be deemed to have continued in office as though the spill had never happened: in other words, their existing terms of office would be unchanged.

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Perversely, it is not inconceivable that the Two Strikes rule will end up reducing the number of votes against remuneration reports. Institutional investors who may be tempted to send a shot across a board's bows by casting a non-binding vote against the remuneration report may not be so eager if the outcome is a spill motion which could adversely impact on the company's market price.

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After the Board approves the application, the applicant will schedule their examination, consisting of multiple-choice questions in specific domains covering over twenty (20) different areas of knowledge that will be administered by a designated third-party professional proctor.