Battery Stewardship Documents

BSC Communique – 18 November 2020

As you may be aware, as a public company limited by guarantee, Battery Stewardship Council Limited (BSC) is required to hold an annual general meeting (AGM) within 5 months of the end of our financial year, being 30 June. This would ordinarily require the AGM to be held by the end of November each year.

Due to the impact of COVID-19, ASIC has adopted a ‘no action’ position where public companies do not hold their AGMs within 5 months of 30 June 2020, but do so before the end of February 2021. This allows us to delay our AGM without needing to apply to ASIC for specific permission to do so. Further information can be found here https://asic.gov.au/about-asic/news-centre/find-a-media-release/2020-releases/20-113mr-asic-to-further-extend-financial-reporting-deadlines-for-listed-and-unlisted-entities-and-amends-no-action-position-for-agms/ 

The Board is of the view that it is appropriate for BSC to delay the conduct of the AGM to a date in January or February 2021 for the following reasons:

  • ACCC authorisation to operate the Battery Stewardship Scheme was only received in  September, and the Council is working to raise revenue to meet operational and governance costs, but this is not yet achieve
  • The BSC constitution requires amendment to reflect the conditions of the ACCC authorisation (see below)

When the company was established, the constitution of the company was created to meet the requirements of a not-for-profit company limited by guarantee. However, as the Scheme was still being designed the constitution does not reflect some of the specific governance issues which arose during the consultation and authorisation process. 

Under the Corporations Act, a company can pass a resolution by way of written resolution if members unanimously agree to that resolution, and all sign a document recording the resolution. The Board proposes that the current members of the company pass the resolution to amend the constitution, as set out in the attachments to this letter, to ensure consistency with the ACCC authorisation and assist the company in administering the Scheme. 

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