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DATADOT TECHNOLOGY LIMITED — AGM Information 2007
Oct 31, 2007
64764_rns_2007-10-31_217170c7-0cfd-4654-8032-94aa1ecc8902.pdf
AGM Information
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DATADOT TECHNOLOGY LIMITED (Company) ACN 091 908 726
Explanatory Memorandum
This Explanatory Memorandum relates to the Annual General Meeting of the members of the Company to be held at the Urban Hotel St Leonards, 194 Pacific Highway, St Leonards NSW 2065 at 10.00 am on 27 November 2007.
Financial Report and Reports of the Directors and Auditors
This item allows Shareholders the opportunity to consider the Financial Report, Directors’ Report and Auditor’s Report of the Company. Under Section 317 of the Corporations Act the Company is required to lay these 3 reports, together comprising the Company’s Annual Report, before its Shareholders at its Annual General Meeting.
Re-election of Directors
Details of Directors standing for re-election:
John Francis Richards Dip Acc, CA, AICD
Prior to joining the Company, Mr Richards was the Managing Partner of Kendalls Chartered Accountants, a position he held for some 40 years. He was appointed a Director on 9 March 2000.
Allan Richard Farrar B.Sc., Dip.Acc.
Mr Farrar joined the board as a non-executive Director and Chairman on 8 November 2006. He is principal of Farrar & Partners, accountants and corporate advisers, and a nonexecutive director of several public companies. He is currently Chairman of Longreach Group and Rosecorp, a director of Cypress Lakes Group Lasseters Corporation and Chairman of the Advisory Board of Alwyn Private Hospital. He was formerly a non-executive director of Amalgamated Equities, Signature Leisure and Tasman Asset Management. Mr Farrar is Chairman of the Remuneration & Nomination Committee and a member of the Audit Committee.
Bruce Rathie B.Com., LL.B., MBA, Grad Dip CSP, SA Fin., FAICD, FAIM
Mr Rathie jointed the Board as a non-executive Director on 1 December 2006. He has held several senior positions in investment banking and commercial law including: Managing Director, Jardine Fleming Australia Capital Ltd; Director, Corporate Finance, Ord Minnett Inc; and Director, Investment Banking, Salomon Brothers/Salomon Smith Barney Australia. Mr Rathie is currently National Executive Director and Secretary of Australian Institute of Management and non-executive Director and Chairman of DataTraceDNA Pty Ltd, PolyNovo Biomaterials Pty Ltd, BioLayer Corporation Ltd and UnitingCare Aging NSW & ACT. He was formerly a non-executive Director of Compumedics Ltd and is currently a non-executive Director of USCOM Ltd and Carbon Energy Pty Ltd. He is Chairman of the Audit Committee and a member of the Remuneration & Nomination Committee.
Election of Director
Details of candidate for election:
2
Gary Michael Flowers B. Comm., LL.B., FAICD
Until 2007 Mr Flowers was Managing Director and CEO of Australian Rugby Union, CEO of SANZAR, which controls the Rugby Super 14 and Tri-Nations series competitions involving provincial and international teams from Australia, South Africa and New Zealand, and a Council Member of the International Rugby Board. He was previously a Partner, National Practice Group Leader and National Managing Partner of Sparke Helmore Lawyers.
Constitutional Requirements
Under Rule 6.4 of the Company’s Constitution one-third, or the number nearest to but not exceeding one-third, of the Company’s Directors, other than the Managing Director and not including a Director appointed by the remaining Directors since the last Annual General Meeting, must retire unless re-elected.
Resolution 1 provides for the re-election of John Francis Richards as Director of the Company in accordance with Rule 6.4 of the Company’s Constitution.
Under Rule 6.2(c) of the Company’s Constitution any Director appointed by the Directors must offer himself for re-election at the next general meeting.
Resolution 2 provides for the re-election of Allan Richard Farrar as Director of the Company in accordance with Rule 6.2(c) of the Company’s Constitution.
Resolution 3 provides for the re-election of Bruce Rathie as Director of the Company in accordance with Rule 6.2(c) of the Company’s Constitution.
Under Rule 6.2(b)(ii) of the Company’s Constitution the Directors may nominate a person for election at a general meeting. The Directors have nominated Gary Michael Flowers to be a Director of the Company.
Resolution 4 provides for the election of Gary Michael Flowers as Director of the Company in accordance with Rule 6.2(b)(ii) of the Company’s Constitution.
Remuneration Report
Resolution 9 provides Shareholders the opportunity to vote on the Company’s Remuneration Report. Under Section 250R(2) of the Corporations Act, the Company must put the adoption of its Remuneration Report to the vote at its Annual General Meeting. The Remuneration Report is contained in the Directors’ report. This vote is advisory only and does not bind the Directors or the Company.
Glossary
ASX means Australian Stock Exchange Limited. ASX Listing Rule(s) or Listing Rule(s) means the Listing Rules of ASX. Board means the board of directors of the Company. Company means DataDot Technology Limited (ACN 091 908 726). Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Relevant Interest has that meaning given to that term under the Corporations Act. Share means an ordinary share in the capital of the Company. Shareholder means the holder of a Share.