Two-strikes rule on listed-company remuneration report (s 250R)
If a remuneration report attracts 25%+ no votes twice running, a spill resolution must be considered.
Who must comply
ASX-listed entities.
What triggers it
First strike (≥25% against rem report); second strike (same).
When due
Each AGM; spill resolution mandatory after second strike.
Evidence required
AGM voting records, remuneration report, board response.
Max penalty
Spill resolution outcome; reputational and shareholder activism impact
Summary
Sections 250R-250W of the Corporations Act establish the two-strikes regime. If a listed entity's remuneration report receives ≥25% 'no' vote at two consecutive AGMs, shareholders must vote on a spill of the board (other than the MD). Used as a powerful shareholder activism lever.
Enforced by
Source legislation
Entity types
Topics
Related obligations
- CWLTHMaintain insider trading policy + share trading window (listed entities)ASX Listing Rule 12.12 requires written policy on directors + senior managers trading entity securities.
- CWLTHFAR deferred remuneration arrangements (40% deferral 4 years)FAR accountable persons must have 40% of variable remuneration deferred 4 years.
- CWLTHApply 'if not why not' against ASX Corporate Governance Council Principles & Recommendations (4th ed)ASX-listed entities must disclose against 8 Principles + 38 Recommendations annually.
- CWLTHASX-listed entity board independence + composition (CGC Principle 2)ASX entities should have majority-independent boards + clear board charter.
Frequently asked questions
- Who must comply with Two-strikes rule on listed-company remuneration report (s 250R)?
- ASX-listed entities.
- What triggers Two-strikes rule on listed-company remuneration report (s 250R)?
- First strike (≥25% against rem report); second strike (same).
- When is Two-strikes rule on listed-company remuneration report (s 250R) due?
- Each AGM; spill resolution mandatory after second strike.
- What is the maximum penalty for Two-strikes rule on listed-company remuneration report (s 250R)?
- Spill resolution outcome; reputational and shareholder activism impact
- What evidence is required for Two-strikes rule on listed-company remuneration report (s 250R)?
- AGM voting records, remuneration report, board response.
Source: https://asic.gov.au/regulatory-resources/financial-reporting-and-audit/preparers-of-financial-reports/director-and-executive-remuneration-disclosures/. Rules Mate is not a law firm. Always verify against the live regulator source before acting.