LDC Constitution

1. Corporate Structure & Governance

  • Company Name: Livestock Development Corporation Limited.
  • Legal Basis: Incorporated under the Companies Act 1997.
  • Ministerial Oversight: The Minister for Agriculture and Livestock holds majority shares and appoints key directors and the Managing Director.

2. Shareholding & Capital

  • Initial Share Issue: Shares issued at PGK 1.00 each.
  • Board Authority: May issue shares with special rights or restrictions.
  • Pre-emptive Rights: Existing shareholders have priority in acquiring new shares.
  • Share Transfers: Subject to board approval and pre-emptive rights clauses.
  • Share Register: Maintained with detailed records of ownership and transactions.

3. Meetings & Voting

  • Annual Meetings: Required annually, not later than 6 months after balance date.
  • Special Meetings: Can be called by board or shareholders (5% threshold).
  • Voting: By show of hands, voice, or postal vote; quorum required.
  • Resolutions:
    • Ordinary: Simple majority.
    • Special: 75% majority for major decisions (e.g., liquidation, constitution changes).

 4. Board of Directors

  • Composition: Minimum 1, maximum 9 directors.
  • Appointments:
    • By Minister (while holding majority shares).
    • By shareholders or board (if Minister ceases to hold shares).
  • Alternate Directors: Allowed with board approval.
  • Remuneration: Set by board and Minister; includes salary, commission, and participation in profits.

5. Director Duties & Interests

  • Material Interest: Must be disclosed and recorded.
  • Voting Restrictions: Directors with material interest may not vote on related matters.
  • Good Faith: Directors must act in the best interest of the company.

 6. Dividends & Distributions

  • Solvency Test: Required before any distribution.
  • Dividend Rights: Proportional to paid-up capital.
  • Bonus Shares: Allowed in lieu of dividends.
  • Lien on Shares: Company has first claim on unpaid amounts.

7. Indemnity & Insurance

  • Indemnification: Allowed for directors/employees in legal proceedings.
  • Insurance: Permitted for liability coverage, subject to board approval.

 8. Liquidation

  • Asset Distribution: Proportional to paid-up capital.
  • Board Authority: May apply for liquidation via court.

9. Miscellaneous

  • Restricted Securities: Subject to ASX rules if listed.
  • Auditor: Required unless unanimously resolved otherwise.
  • Common Seal: Use governed by board and constitution.

--- The Constitution----