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SHINE JUSTICE LTD — AGM Information 2013
Oct 22, 2013
65787_rns_2013-10-22_111ab329-b2d7-4253-a218-ba90a32a1fd9.pdf
AGM Information
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SHINE CORPORATE LIMITED CHAIRMAN'S SCRIPT ANNUAL GENERAL MEETING
1. INTRODUCTORY REMARKS
[SLIDE #1]
Good morning ladies and gentleman and I welcome you to Shine Corporate Limited's 2013 Annual General Meeting – its first AGM since listing on 15 May 2013.
My name is Tony Bellas and I am the Chairman and a Non-Executive Director of Shine Corporate Limited.
I am advised by the Company Secretary that a quorum is present, and as the time is now 10.00am, I declare the 2013 Annual General Meeting open.
[The quorum is 2 shareholders present and entitled to vote on a resolution at the meeting – cl 16.7(b) of the Constitution.]
Let me begin by introducing my fellow Directors and executives. With me today are:
- Mr Simon Morrison, our Managing Director;
- Mr Stephen Roche, Executive Director;
- Ms Carolyn Barker, Non Executive Director; and
- Mr Greg Moynihan, Non Executive Director
and our Company Secretary, John George.
Also with us today is Ernst & Young, the Company's Auditor, represented at this meeting by Ric Roach.
MOVING TO FORMAL BUSINESS
I will now proceed with the formal business of the meeting.
You should all have received a Notice of Meeting that was either mailed or sent electronically to shareholders and unless there is an objection I will take the Notice, and all Resolutions contained therein, as read.
[Pause to allow any objections]
2. AGENDA
[SLIDE #2]
I will now turn to the formal agenda for today's meeting.
The Notice of Meeting and the accompanying Explanatory Statement outline the business that will be considered today.
Each of the Resolutions to be voted are shown on the screen.
Before I outline the voting procedure and turn to each resolution, the Managing Director will present a summary of the Company's performance for the year ended 30 June 2013 and a brief update on performance for the current year to date.
3. VOTING PROCEDURE
Thank You Simon.
I would now like to mention some procedural matters for today's meeting.
This is a meeting of Shine shareholders. As such, only shareholders, their appointed proxies or corporate representatives are entitled to make comments, ask questions or vote. All other attendees are very welcome as observers.
Following consideration of the 2013 financial statements, I will give shareholders the opportunity to ask questions of the Board or questions to the independent auditors, Ernst & Young. I encourage anyone who has a question or comment to raise it at that time as there won't be another question time at the end of the Meeting.
The Company Secretary has advised me that no written questions from shareholders were received prior to the Meeting.
Please note that you will be given the opportunity to make comments or ask questions in relation to the Resolutions to be considered by the Meeting. As such, shareholders with questions relating to specific Resolutions are requested to ask them at the time the Resolution is to be considered by the Meeting.
At the appropriate time, I will ask shareholders wishing to make a comment or ask a question to raise their hand. Please give your name, and if you are a proxy or corporate representative, the name of the shareholder you represent before asking your question.
When I call for a show of hands on a motion, would shareholders please raise their GREEN card to assist the counting of votes. If any shareholder does not have a GREEN card and they believe they should have one, please see a representative at the registration desk immediately.
Each joint shareholding is only entitled to vote its shares once, so if two or more joint holders are attending today's Meeting, only the vote of the joint shareholder whose name is recorded first in the register will be counted.
If you are the non-voting joint shareholder or a shareholder who has already voted by proxy prior to the meeting, you will have received a YELLOW non-voting card. If you hold a YELLOW card you are entitled to speak at this meeting, but not vote.
Visitors holding a WHITE card are not eligible to vote or speak at the Meeting.
After the completion of discussion and before the vote on a show of hands is taken for each item, the total number of valid proxies for that item and the manner in which they have been directed will be displayed on the screen. These numbers will be as at the closing time for receipt of proxies, which was at 10.00am on 21 October 2013. Obviously these figures will be different if a shareholder who submitted a proxy has attended the Meeting today and revoked their proxy.
I would like to advise that as Chairman of this Meeting, where I am appointed as proxy with a discretion as to how to vote as proxyholder, I intend to vote all such shares in favour of all Resolutions.
In the event that a poll is required in relation to a motion, I will explain the appropriate procedures then.
As each Resolution is tabled, a slide will show the results of the Proxy votes on the screen [behind me].
4. CONSIDERATION OF REPORTS
[SLIDE #3]
I will now move to the first item of business – the consideration of the Reports.
The Reports to be received and considered by this meeting are the Financial Report of the Company, the Directors' Report and the Independent Auditor's Report for the year ended 30 June 2013. I now lay each of these Reports before the meeting.
There is no vote to be taken on the Reports, but shareholders do have the opportunity to ask questions.
At this time, I would like to take any general questions or comments about the management of the Company or questions about the Financial Reports. Ric Roach, the Shine Audit Partner from Ernst & Young, is also available to answer any specific questions you may have relevant to:
-
- the conduct of the audit;
-
- the preparation and content of the Independent Auditor's Report;
-
- the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
-
- the independence of Ernst & Young in relation to the conduct of the audit.
Would any shareholder who has a general comment or question please raise your GREEN or YELLOW card?
Address questions from shareholders (if any).
Thank you. As there are no [further] questions, I will now conclude the discussion on these reports.
I will now move to the next item of business, Resolution 1.
5. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT [SLIDE #4]
Resolution 1 is an advisory vote on the adoption of the 2013 Remuneration Report. The Remuneration Report is set out in the annual Financial Report and is a resolution required to be put to members under the Corporations Act. It details Shine's remuneration policies and reports the remuneration arrangements of Shine's key management personnel and other employees.
Resolution 1 is set out on the screen behind me.
Would any shareholder who has a question in relation to this resolution please raise your GREEN or YELLOW card?
Address questions from shareholders (if any).
As there are no [further] questions, I will now put the motion to approve Resolution 1, adoption of remuneration report.
THE BOARD OF DIRECTORS AND KEY MANAGEMENT PERSONNEL ARE NOT ENTITLED TO VOTE ON THIS RESOLUTION
The total number of valid proxy votes exercisable in respect of this item of business is set out on the screen. [SLIDE #5]
Those in favour of the resolution, please raise your GREEN card.
Those against, please raise your GREEN card.
I declare the motion carried.
Thank you.
(If lost on a show of hands, call a poll)
(If a poll – I call for a poll in relation to this resolution. The poll will be taken when all items on the agenda have been dealt with in accordance with the Notice of Meeting. I will provide instructions for the poll at that time).
As Resolution 2 relates to my re-election, I will ask Greg Moynihan, to chair the proceedings in relation to my re-election.
[Greg Moynihan] to the podium.
6. RESOLUTION 2: RE-ELECTION OF TONY BELLAS [SLIDE #6]
Thanks Tony and good morning ladies and gentlemen.
Resolution 2 is seeking approval for the re-election of Tony Bellas as Director of the Company.
Resolution 2 is set out on the screen.
The Directors, with Tony Bellas abstaining, recommend that
Shareholders vote in favour of this resolution.
Are there any questions?
Address questions from shareholders (if any).
As there are no [further] questions, I will now put the motion to approve Resolution 2, re-election of Tony Bellas.
The total number of valid proxy votes exercisable in respect of this item of business is set out on the screen. [SLIDE #7]
Those in favour of the resolution, please raise your GREEN card.
Those against, please raise your GREEN card.
I declare the motion carried, congratulations Tony. I will now hand you back to the Chairman, Tony Bellas.
Thank you.
(If lost on a show of hands, call a poll)
(If a poll – I call for a poll in relation to this resolution. The poll will be taken when all items on the agenda have been dealt with in accordance with the Notice of Meeting. I will provide instructions for the poll at that time).
7. RESOLUTION 3: RE-ELECTION OF CAROLYN BARKER [SLIDE #8]
Resolution 3 is seeking approval for the re-election of Carolyn Barker as Director of the Company.
Resolution 3 is set out on the screen.
The Directors, with Carolyn abstaining, recommend that Shareholders vote in favour of this resolution.
Are there any questions?
Address questions from shareholders (if any).
As there are no [further] questions, I will now put the motion to approve Resolution 3, re-election of Carolyn Barker.
The total number of valid proxy votes exercisable in respect of this item of business is set out on the screen. [SLIDE #9]
Those in favour of the resolution, please raise your GREEN card.
Those against, please raise your GREEN card.
I declare the motion carried.
Thank you and congratulations Carolyn.
(If lost on a show of hands, call a poll)
(If a poll – I call for a poll in relation to this resolution. The poll will be taken when all items on the agenda have been dealt with in accordance with the Notice of Meeting. I will provide instructions for the poll at that time).
8. RESOLUTION 4: APPOINTMENT OF AUDITOR
[SLIDE #10]
Resolution 4 is seeking approval for the appointment of the auditor.
Ernst & Young has held the office of auditor since 28 March 2013. Ernst & Young is registered with and approved by ASIC. The Corporations Act provides that Ernst & Young holds office until the Company's first AGM.
Ernst & Young has given, and has not withdrawn, its consent to act as auditor of the Company.
Resolution 4 is set out on the screen. [SLIDE #11]
The Directors recommend that Shareholders vote in favour of this resolution.
Are there any questions?
Address questions from shareholders (if any).
As there are no [further] questions, I will now put the motion to approve Resolution 4, appointment of auditor.
The total number of valid proxy votes exercisable in respect of this item of business is set out on the screen.
Those in favour of the resolution, please raise your GREEN card.
Those against, please raise your GREEN card.
I declare the motion carried.
Thank you.
(If lost on a show of hands, call a poll)
(If a poll – I call for a poll in relation to this resolution. The poll will be taken when all items on the agenda have been dealt with in accordance with the Notice of Meeting. I will provide instructions for the poll at that time).
9. RESOLUTION 5: APPROVAL OF 10% PLACEMENT FACILITY. [SLIDE #12]
Resolution 5 is seeking approval for additional share issue capacity under ASX listing rule 7.1A.
Resolution 5 is set out on the screen and is a special resolution .
The Directors recommend that Shareholders vote in favour of this resolution.
Are there any questions?
Address questions from shareholders (if any).
As there are no [further] questions, I will now put the motion to approve additional share issue capacity under ASX listing rule 7.1A.
The total number of valid proxy votes exercisable in respect of this item of business is set out on the screen. [SLIDE #13]
Those in favour of the resolution, please raise your GREEN card.
Those against, please raise your GREEN card.
I declare the motion carried.
Thank you.
(If lost on a show of hands, call a poll)
(If a poll – I call for a poll in relation to this resolution. The poll will be taken when all items on the agenda have been dealt with in accordance with the Notice of Meeting. I will provide instructions for the poll at that time).
10. CLOSURE OF MEETING [IF NO POLL]
As there is no further business, that concludes the formal proceedings of the meeting and I thank you again for attending, and declare the meeting closed.
I now invite you to stay and join us for refreshments.
CLOSURE OF MEETING [IF THERE IS A POLL]
Go to the last page and follow that script.
After the poll is closed either OPTION 1 or OPTION 2.
OPTION 1 – CLOSE THE MEETING
The results of the poll will be released to the ASX later today and posted on our website.
As there is no further business, that concludes the formal proceedings of the meeting and I thank you again for attending, and declare the meeting closed.
I now invite you to stay and join us for refreshments.
OPTION 2 – KEEP MEETING OPEN, WAIT FOR POLL COUNT TO
CONCLUDE, THEN DECLARE THE RESULTS, THEN CLOSE THE MEETING.
The results of the poll are as follows…
As there is no further business, that concludes the formal proceedings of the meeting and I thank you again for attending, and declare the meeting closed.
I now invite you to stay and join us for refreshments.
INSTRUCTIONS IF A POLL IS REQUIRED
[NOTE: A poll may be called on any Resolution by:
- the Chairman;
- at least 5 shareholders entitled to vote on the Resolution;
- any one or more shareholder(s) holding not less than 5% of the votes that may be cast on the Resolution.
I require a poll to be conducted in respect of Resolution(s) [insert].
Only shareholders and their representatives, proxies and attorneys are entitled to vote on the poll.
By law proxyholders instructed to vote in a particular manner must vote in that way if they vote. By completing and lodging a Voting Card, those proxyholders will be taken to have voted in accordance with instructions given to them.
If you have been given "open" votes – being votes where a person appointing you has not instructed how you are to vote – you should place a mark in the appropriate box to indicate that you are voting the open votes at your disposal either in favour of or against the motion.
Shareholders and their representatives, proxyholders and attorneys, wishing to vote some of the votes to which a Voting Card relates in favour of the motion and some against the motion, or wishing to vote only some votes to which it relates, need to specify in the relevant boxes on the Voting Card the number of votes in favour of the motion and the number of votes against the motion.
[Link Market Services, Shine's Share Registry] has agreed to act as Returning Officer, and I now appoint him as Returning Officer.
If you have any questions concerning voting process please do not hesitate to ask representatives of Link Market Services.
If you wish to vote on the poll can you please now complete how you are voting on the voting paper you received on registration. Representatives of Link Market Services will collect these from you in order to tally the votes.
Wait for voting to finish.
Has everyone finished voting? Please raise your hand if you need more time.
I would ask that you place your voting paper in one of the ballot boxes. I now close the polls.