• MKT 9.3.8 MKT 9.3.8

    (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) an alteration of the issued Share capital, for example Share reductions or Share consolidations, of the Reporting Entity which is more than 20% of the existing issued Share capital;
    (c) any acquisition or disposal of an asset of the Reporting Entity where the value of the asset involved is 25% or more of the value of the net assets of the Reporting Entity as at its last published financial reports;
    (d) the appointment or removal of a Director of the Reporting Entity and the terms of such appointment;
    (e) the appointment or removal of the auditor of the Reporting Entity;
    (f) the placing of the Reporting Entity into voluntary liquidation;
    (g) the reduction of the Share capital of the Reporting Entity, in accordance with Rule 9.3.4(2);
    (h) the issuance of Shares without pre-emption rights, in accordance with Rule 9.3.5;
    (i) a Related Party Transaction that falls within Rule 9.5.3(1) or (3);
    (j) any creation or issuance of new securities;
    (k) the appointment of the Chief Executive as the chairman of the Board; and
    (l) any purchase by a Listed Entity of its own Securities, where requested to provide such approval in accordance with Rule 2.7.5(1).
    (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

      1. Under Rule 9.3.8(1)(b), an increase in the issued Share capital of a Reporting Entity which results in an increase of more than 20% of its current Share capital requires Shareholder approval regardless of whether or not such an increase is within the authorised capital of the relevant Reporting Entity.
      2. 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.