澳大利亚企业是如何监管的.doc

MLC 203 Corporations Law MLC203公司章程
Trimester 1 2012 2012年的第一学期
Compulsory 40% Assignment占学科的40%
Task 任务
Background 写作背景
欢迎参加MLC203。在商业世界里，了解业务组织操作,特别是在澳大利亚企业是如何监管的,是绝对必要的。我们的目标是让你学会这方面的知识
Congratulations on enrolling in MLC203. Understanding how business organisations operate, and particularly how companies are regulated in Australia, is absolutely essential for any job in the business world. We aim to equip you with this knowledge as you study Corporations Law.
Much of your study of Corporations Law will focus on how companies are regulated by the Corporations Act 2001 (Cth). But there are also other important sources of regulation. For example, issues relating to the internal management of companies may also be set out in the constitution of a company. The purpose of this assignment is to ask you to read a constitution of a publicly listed company and then ask you a series of questions that will test both your understanding of the constitution and the material you will learn as a part of this unit.
This is an important task for a number of reasons. First, while all company constitutions are different, there is also a lot that they have in common. By closely reading one constitution as you complete this assignment, you will quickly come to understand how constitutions are typically structured and the types of issues they deal with. You will then be able to build on this body of knowledge as you read other company constitutions. Second, this assignment is important because it is the type of task you will most certainly be asked to complete in your working life. In this way the assignment is a very practical application of the knowledge and skills you will learn as a part of this unit.
Wesfarmers Limited
All students studying MLC203 have probably been customers of Wesfarmers Limited (“Wesfarmers”) at some time, although you may not have been aware of it. Wesfarmers operates many retail businesses throughout Australia, including Coles, Target, Kmart, Vintage Cellars, Officeworks and Bunnings. The company also operates coalmines and insurance businesses. In 2011 the company’s operating revenue was an impressive $54,875,000,000. Wesfarmers is a public company that is listed on the Australian Securities Exchange, and it has over 500,000 shareholders.
The Wesfarmers constitution is fairly typical for a publicly listed company It deals with various internal management issues such as the issue and alteration of share capital, the distribution of profits, meetings of shareholders and directors and the powers of directors.
You will find a copy of the Wesfarmers constitution at the following link
You can also find a copy of the constitution on DSO. Your task is to now read the Wesfarmers constitution and then answer the questions below. In answering these questions you will also need to refer to the unit material covered in MLC203.
Please note that full marks will only be awarded for answers that are correct are supported by an explanation, and accurately reference relevant sections of the Wesfarmers constitution, the Corporations Act and case law.
Because Wesfarmers is a public company listed on the ASX, it is also subject to the Listing Rules. However, you do not need to refer to the Listing Rules as a part of this assignment.
QUESTIONS
1. How do we know that Wesfarmers Limited is not a proprietary company but a public company?
(2 marks)
2. Would Wesfarmers be able to convert and re-register as a proprietary company in its current form?
(2 marks)
3. The Wesfarmers constitution was amended in 2008. What is the procedure the company needed to follow to amend the constitution?
(3 marks)
4. What is the quorum for a general meeting of members of Wesfarmers?
(2 marks)
5. What happens if a quorum is not present for a general meeting of members that was called at the request of members?
(2 marks)
6. What clause of the Wesfarmers constitution gives the directors the authority to issue shares in the company?
(1 mark)
7. What is a preference share, explain what types of preference shares are permitted under the Constitution, what rights they confer and how are they issued by Wesfarmers?
(5 marks)
8. Wesfarmers owns and operates many retail businesses, including Bunnings, a home hardware store. For the purpose of this question, let’s assume that a customer, Sharon, buys a wheelbarrow from a Bunnings store. Unfortunately for Sharon, the wheelbarrow is faulty. As Sharon is carrying a load of manure to put on her garden, the front wheel of the wheelbarrow breaks causing the Sharon to fall and break her leg. After paying for her medical expenses and missing several weeks off work, Sharon suffers significant financial loss. In an attempt to recover her loss caused by the faulty wheel, Sharon writes a letter threatening to sue Wesfarmers, the directors of Wesfarmers and all of its shareholders for negligence. Could Sharon commence proceedings against Wesfarmers, its directors and shareholders or any of them? Explain why or why not.
(8 marks)
9. What are the replaceable rules?
(5 marks)
10. Do the replaceable rules apply to Wesfarmers?
(2 marks)
11. The principle of the limited liability of shareholders is one of the most important features of company law. What does this principle mean and where is this principle of limited liability expressed in the Wesfarmers constitution?
(4 marks)
12. Are the directors of Wesfarmers obliged to pay a dividend to shareholders each year? What is the process for authorisation of a dividend? At what point is a debt incurred for the purposes of a Wesfarmer’s dividend having regard to the provisions of the Constitution and the Corporations Act?
(4 marks)
13. If a shareholder dies, what is the procedure for dealing with their shares?
(2 marks)
14. How is the chairman of a general meeting of members appointed?
(2 marks)
15. What is the name of the current chairman of Wesfarmers? Is he/she an executive or non-executive director?
(2 marks)
16. Clause 6.7(c) of the Constitution provides that a resolution put to a vote of a general meeting may be decided on a show of hands or a poll. What is the difference between these methods of voting?
(4 marks)
17. Assume for the purpose of this question that the directors of Wesfarmers resolve to purchase a block of land in Burwood, Victoria, in order to build and operate a new Bunnings home hardware store. Quoc, who holds 5% of the shares in Wesfarmers lives in Burwood and is not happy with the company’s decision to open a new superstore near his house. Can Quoc call a meeting of members of Wesfarmers and propose a resolution rejecting the decision of the directors to build a new Bunnings store in Burwood?
(12 marks)
18. If one or more directors could not attend a meeting of directors in person, can they participate? What could the company do instead of a holding a meeting where directors cannot be present?
(4 marks)
19. Assume for the purpose of this question that Wesfarmers has 8 directors, including a chairman. At a meeting of directors a vote on a resolution results in 4 directors voting in favour and 4 directors voting against. Can the chairman resolve the impasse