Spill resolution

For the purposes of section 250V of the Corporations Act 2001 (Cth) (CA 2001), a resolution put to members of a listed company to determine whether the directors should be required to stand for re-election, following at least 25% of votes cast on a resolution to adopt a remuneration report being against the adoption of the report at two consecutive annual general meetings. This process is often referred to as "spilling the board". If 50% or more of members vote for the board spill, then within 90 calendar days the directors (other than the managing director, who is permitted to continue to run the company) will need to submit themselves as candidates for re-election as directors at a special meeting of members to be convened by the members. For more information, see Practice note: Notices of general meeting: Listed companies: remuneration report: the "two-strikes" rule.

The term "spill resolution" is also sometimes used colloquially to refer to a resolution of members to remove one or more directors under sections 203C (for proprietary companies) and 203D (for public companies) of the CA 2001. For more information, see Practice note, Directors: vacation of office: Removal by members.

For information on how members may convene a general meeting and require resolutions to be put before a general meeting, see Practice note, General meetings: members' rights: Meetings called by members and Members' resolutions.