Newsroom.

Notice of AusBiotech AGM, Thursday 2 November 2023

This amended Notice of AusBiotech’s AGM for the AGM scheduled for Thursday, 2 November 2023 replaces (in full) the original notice of AusBiotech’s AGM circulated on August 14, 2023. 

This amended Notice is being circulated as the Board wishes to propose a new item of business, number 3, concerning remuneration of the Chair.

Consequently, the original Notice has been amended by the insertion of a new item of business number 3 in relation to approval of remuneration of the Chair. All other items of business remain unchanged.  

To Members and other persons entitled to notice of Annual General Meetings (AGM) of AusBiotech Ltd, the 2023 AGM of AusBiotech Ltd will be held at the Brisbane Convention & Exhibition Centre and in accordance with the AusBiotech Constitution on Thursday 2 November at 12.30pm - 1.20pm (AEST) to transact the following business:

Ordinary Business

1. ANNUAL ACCOUNTS

To consider the annual report, financial statements and report of the Directors and auditor for the year ended 30 June 2023.

2. RESULTS OF DIRECTOR APPOINTMENT/S

To note the Directors who return, and the appointment of the new Director/s in accordance with the Company’s Constitution.

Special Business

3. APPROVAL OF REMUNERATION OF CHAIR

To consider and if thought fit to pass as an ordinary resolution:

“That, for the purpose of clause 9.1 of the Company’s Constitution:

(a) the Company be authorised to pay to the chair of the Board, while they hold that position, remuneration determined by the Board which is no more than a value consistent with industry norms for a non-executive chair of a small to medium sized biotechnology company; and

(b) this authorisation operate with effect from the next appointment of a chair who takes office after the date of this resolution.”

4. OTHER BUSINESS

Any other business that may be brought forward at a general meeting in accordance with the Constitution.

 

Note: A Member who is entitled to vote at the meeting has a right to appoint a proxy and should use the proxy form available on request from AusBiotech Ltd on 0437 126 843, election@ausbiotech.org or online here. The proxy form must be signed and dated by the Member or the Member’s attorney. Proxy forms and the original or a certified copy of the power of attorney (if the proxy form is signed by an attorney) must be received no later than 1.00pm (AEST) Wednesday 1 November 2023.

If you have already completed and returned a proxy form with reference to the previous notice of meeting, please request a new one and return it to the Company no later than 1.00 pm (AEST) Wednesday, 1 November 2023. If you have already delivered a valid proxy form to the Company, and do not deliver a completed amended proxy form, your earlier proxy form will remain valid, however you will be taken not to have voted on business item 3. 

Questions? 
If you have any questions regarding the new item of business or the AGM in general, please do not hesitate to contact the CEO, AusBiotech Ltd on 0437 126 843 or admin@ausbiotech.org.

By Order of the Chair

Geoffrey Kempler
Chair

Explanatory note on new item 3 

The role of Chairman of the Board of AusBiotech – including leadership of the Board, acting as a sounding board for the CEO and representing AusBiotech in the public arena -- is becoming increasingly significant. The Board of AusBiotech has decided that in future it would be desirable to pay the chair of the Board in recognition of the time commitment involved.  

AusBiotech has been fortunate in attracting high calibre individuals to act as Board members and to chair the Board. However, the Board recognises that a number of excellent candidates who would be a good “fit” as chair of the AusBiotech Board have “portfolio careers” where they hold a number of non-executive board roles and where their ability to take on multiple voluntary roles is limited. 

The Constitution of AusBiotech allows for remuneration of directors only if approved by members. The relevant provision in the Company’s Constitution, clause 9.1, says:

“The Company must not, without the approval of the members at the general meeting: 

(a) appoint a Director to any salaried office of the Company or any office of the Company paid by fees; or 

(b) pay or give a Director remuneration or other benefit in money or money’s worth except, with the approval of the Board, repayment of out-of-pocket expenses and reasonable interest on money lent or reasonable rent for premises leased to the Company.” 

If the resolution is passed, it will not authorise remuneration of the current chair of the Board. However the ability to offer remuneration may widen the potential range of candidates when the Board next wishes to appoint a Chair. 

To ensure that the remuneration will be reasonable, having regard to the responsibilities of the role, the Board will benchmark the fees against industry norms for non-executive chairs of small to medium biotechnology companies. Data on non-executive director remuneration is readily obtainable and therefore the Board will be able to ensure that the remuneration is appropriate.