The notice of the AGM of AMP Ltd, the Australian life assurance company, has been amended and re-issued in light of recent board changes.

Meredith Hellicar resigned from the Board following the court judgement in the James Hardie case. Hellicar was one of seven James Hardie non-executive directors who Justice Ian Gzell found to have breached their directors’ duties at a February 2001 board meeting. That meeting authorised a draft of the ASX release that contained misleading statements about the company’s ability to “fully fund” its asbestos liabilities. The judge found that the Hardie companies were guilty of false and misleading statements, misleading and deceptive conduct and failure to comply with the ASX continuous disclosure requirements. The Australian Securities and Investment Commission welcomed the outcome.

Hellicar and other former Hardie board members are liable for fines of up to $200,000 and disqualification from running a company. Three former executives, including then-chief executive Peter Macdonald, were also found to have breached the Act.

The Australian Shareholder Association’s chief executive, Stuart Wilson, said that the judgment reinforced the need for non-executive directors to take a “much more meaningful interest” in the companies they serve and described it as a “big wake-up call” to Australia’s boardrooms.

David Clarke decided not to stand for re-election at the AMP meeting as it became apparent that there was a strong possibility of him failing to secure re-election at the meeting. Clarke was appointed as Chief Executive of Allco Financial Group in 2007. Allco Financial Group, a former constituent of the S&P/ASX 100 index, went into administration in November 2008. His decision follows the outcome of the voting on the re-election of Rod Eddington, who was appointed to the Allco Board as a non-executive in June 2006, at the AGMs of Rio Tinto.

AMP has added a resolution for the re-election of Dr Nora Scheinkestel to the AGM agenda in order to meet retirement by rotation provisions.

Last Updated: 5 May 2009