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.

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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

company

Topics

corporate-governanceremunerationtwo-strikes

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.