Entire section
2.3.7. Proxy solicitation
2.4. Dealings by restricted persons

2.3.8. Other matters requiring shareholder approval

(1)The Board of a Reporting Entity must, subject to (2), ensure that a majority of shareholders in voting approves:

(a)      any alteration of the constitutional documents of the Reporting Entity including any alteration to the memorandum of association, articles of association, bylaws or any other instrument constituting the Reporting Entity;

(b)      the appointment or removal of a Director of the Reporting Entity and the terms of such appointment;

(c)      the appointment or removal of the Auditor of the Reporting Entity; and

(d)      the placing of the Reporting Entity into voluntary liquidation;

(2)The requirement in (1) does not apply, subject to any requirements in the constitutional documents of the Reporting Entity, in relation to the appointment or removal of a Director or Auditor of a Reporting Entity in circumstances where the immediate appointment or removal is necessary in the interests of the Reporting Entity.

Guidance: Other matters requiring shareholder approval

The circumstances in which the immediate removal of a Director or Auditor may become necessary include matters affecting that Person’s fitness and propriety, such as professional misconduct of such a Person.