Bills Digest No. 166 2003-04
Corporate Law Economic
Reform Program (Audit Reform and Corporate Disclosure) Bill
2003
WARNING:
This Digest was prepared for debate. It reflects the legislation as
introduced and does not canvass subsequent amendments. This Digest
does not have any official legal status. Other sources should be
consulted to determine the subsequent official status of the
Bill.
CONTENTS
Passage History
Purpose
Background
Main Provisions
Concluding Comments
Endnotes
Contact Officer & Copyright Details
Passage History
Corporate Law Economic Reform
Program (Audit Reform and Corporate Disclosure) Bill
2003
Corporations
(Fees) Amendment Bill (No. 2) 2003
Date
Introduced: 4
December 2003
House: House of Representatives
Portfolio: The Treasury
Commencement:
The majority of the
provisions commence on 1 July 2004.
The purpose of the Bills is to
amend the Corporations Act 2001 to put in place new
arrangements to enhance the corporate governance and accountability
framework for Australian companies.
In September 2002, the Government
released its policy paper Corporate law economic reform program
proposals for reform: paper no. 9 strengthening the financial
reporting framework (CLERP Paper No. 9) for public
comment. This paper set out the Government s key reform
proposals to improve the corporate governance and financial
reporting framework in Australia.
CLERP Paper No. 9 contained a discussion of the Government s
response to the report Independence of Australian Company
Auditors (Ramsay report). The Ramsay report examined the
impact of Australia s existing legislative and professional
requirements on the independence of company auditors. It was
initiated as a result of overseas work on audit independence moving
ahead of the equivalent requirements in Australia and the
recognition that Australia was falling behind world s best
practice.(1) Concerns about the adequacy of Australian
rules governing audit independence were also raised following the
failure of a number of listed Australian companies during the first
half of 2001.(2)
CLERP Paper No. 9 also examined other elements of corporate
governance arrangements for companies. The paper contained a number
of recommendations that addressed issues associated with analyst
independence, continuous disclosure, prospectus requirements,
penalties and ASIC enforcement powers and shareholder participation
in company meetings.
Further refinement to the Government s CLERP 9 proposals took
place following the release in April 2003 of the Hon Justice Owen s
report into the HIH Royal Commission. This report recommended a
number of changes to the Corporations Act.
The Bill, as introduced, looks to put into place the
recommendations contained within CLERP Paper No. 9 as amended in
light of public comment and recommendations of the HIH Royal
Commission. The Bill also draws on recommendations made by the Cole
Royal Commission that inquired into the building and construction
industry as well as implementing recommendations of the Joint
Committee of Public Accounts and Audit, in its Review of
Independent Auditing by Registered Company
Auditors.(3)
One of the key elements of the Bill is audit reform.
Schedule 1 of the Bill contains the audit reforms
(unless otherwise stated, the provisions contained in the Audit
Reform discussion are contained within schedule 1
of the Bill). In particular the Bill focuses on enhancing auditor
independence as well updating registration requirements and auditor
obligations, enhancing the arrangements for oversight of audit
practices and making auditing standards legally enforceable.
The existing legislative provisions dealing with these aspects
of audit regulation are relatively scant. The second reading speech
to the Bill states that:
Currently the regulation of the auditing
profession is predominantly the responsibility of the professional
accounting bodies. Legislative requirements are minimal and
piecemeal. The Bill therefore substantially builds on the current
Corporations Act requirement and establishes a comprehensive
framework governing the audit standard setting process and auditor
independence.(4)
It is well recognised how important it is to have auditor
independence and appropriate regulatory checks for auditing
arrangements. One commentator describes the importance of this
where she writes that:
Auditor independence is fundamental to the
credibility and reliability of auditors reports. The draft Bill
draws on the HIH Royal Commission (HIHRC) Report and the
Ramsay Report in focusing on the importance of an
independent audit on capital market efficiency. This is to be
achieved through adding value to financial statements by improving
reliability, which in turn should assist to lower the cost of
capital by reducing information risk and enhancing value to capital
market by strengthening the credibility of financial
statements.(5)
The Bill makes the following amendments to the Corporations Act
in relation to auditors.
Schedule 1 Part 3 amends Division 1 of Part
2M.4 of the Corporations Act to enhance auditor independence. The
Bill sets down restrictions in relation to the appointment of
company auditors to perform audit functions. The Bill provides that
an auditor is not regarded as being independent if there is a
conflict of interest situation (Schedule 1, section
324CA). A conflict of interest situation is defined in
proposed sections 324CD as being a situation
where:
(a) the auditor, or professional member of the
audit team, is not capable of exercising objective and impartial
judgement in relation to the conduct of the audit of the audited
body, or
(b) a reasonable person, with full knowledge of
all relevant facts and circumstances, would conclude that the
auditor, or a professional member of the audit team, is not capable
of exercising objective and impartial judgement in relation to the
conduct of the audit of the audited body.
The Bill specifies a number of employment, personal and
financial relationships that give rise to a conflict of interest
situation such as when the individual auditor owes more than $5,000
to the audited body (proposed section
324CE-CH).
The Bill also sets down rules for retirees from audit firms such
as:
-
a former partner of the audit firm must not become a director or
member of the senior management of a client for which he or she has
acted as a member of the audit team within two years of leaving the
audit firm (proposed section 324CI), and
-
no more than one former partner of an individual audit firm can
sit on a company s board at any given time (proposed
section 324CK).
The Bill also puts in place new arrangements for audit rotation.
For listed public companies, the lead audit partner and review
partners must rotate after five years, regardless of the size of
the company (ASIC has discretion to extend the five years to seven
years) (proposed section 324DA).
Auditors will also be required to provide a written declaration
stating that there has not been a contravention of the auditor
independence requirements of the Act or an applicable code of
conduct (proposed section 307C).
The Australian Securities and Investment Commission is
responsible for registering company auditors. The Bill proposes to
implement a revised competency regime that will need to be
satisfied by an auditor before they can become registered. The Bill
(schedule 1, part 2) states that auditors will
need to meet:
-
educational requirements (including the need to complete a
course in auditing) (item 51), and
-
training requirements. The training requirements will be met if
the auditor can demonstrate that they meet auditing competency
standards or they have practical experience in auditing
(item 52).
ASIC will be permitted to impose conditions on company auditors
in relation to their registration (schedule 1 item
59).
Auditors of listed public companies must attend the AGM
(schedule 1, part 5, item 116). Questions may be
submitted in writing to the auditor for answer at the annual
general meeting. Under the bill the auditor is under no obligation
to answer the questions (item 115).
The Bill expands the duties of auditors under the Corporations
Act. Schedule 1, part 7, item 123 provides that an
auditor is required to report all significant breaches of the
Corporations Act to ASIC. The auditor will be required to report
other breaches of the Corporations Act to ASIC if they will not be
adequately dealt with by the company directors.
The Companies Auditors and Liquidators Disciplinary Board
(CALDB), which is established under the ASIC Act, is responsible
for the discipline of auditors. CPA Australia, the Institute of
Chartered Accountants in Australia and the National Institute of
Accountants have in place rules and professional codes of ethics
that govern their member s professional conduct.
Under the existing structures of the CALDB, there are concerns
about its operational capacity and perceptions that it lacks
independence from the accounting profession. Schedule 1
Part 8 of the Bill changes the structure of the CALDB so
that it comprises 12 members rather than three.
The Auditing and Assurance Standards Board (AUASB) develops and
publishes auditing standards. However they do not have the force of
law. The AUASB is currently funded and staffed by the accounting
profession.
The Financial Reporting Council (FRC) is established by the
Australian Securities and Investment Commission Act 2001
(ASIC Act). It provides broad oversight to the process of setting
accounting standards in Australia and has other functions in
relation to accounting standards.
Schedule 1, part 1, item 44 replaces section
337 and 339 of the Corporations Act with new provisions which make
auditing standards legally enforceable in the same way as
accounting standards are currently legally enforceable. The AUASB
will continue to develop the audit standards however it will be
established as a statutory body under the ASIC Act and funded
jointly by Government, the accounting profession and
business.(6)
Under new section 336, auditing standards made by the AUASB will
be disallowable instruments meaning that the standards must be
tabled in Parliament and are subject to disallowance by the House
of Representatives or the Senate.
The Bill expands the role of the FRC to include providing broad
oversight of the process of setting auditing standards in Australia
and other functions in relation to audit standards and monitoring
the effectiveness of auditor independence in Australia
(schedule 1, part 1, item 14).
Where a company is listed on the Australian Stock
Exchange (ASX), the Bill proposes that the Chief Executive Officer
and the Chief Financial Officer must make a formal declaration to
the companies board of directors that the:
-
financial records have been maintained in accordance with the
Corporations Act, and
-
that the financial statements comply with the accounting
standards and give a true and fair view (schedule 2, item
2).
This amendment implements a recommendation by the
Joint Statutory Committee of Public Accounts and Audit, Report No.
391, Review of Independent Auditing by Registered Company
Auditors.
The explanatory memorandum to the Bill states that:
Currently where there is dispute between ASIC and
companies on the application of accounting standards and the true
and fair view requirement contained in the Corporations Act, ASIC
must initiate legal proceedings in order the resolve the matter.
The Bill establishes a Financial Reporting Panel (FRP) to resolve
disputes between ASIC and companies concerning accounting
treatments in financial reports. The FRP represents a less
expensive method of resolving these disputes and allows matters to
be heard by persons with particular expertise. This will overcome
the concerns about the unfamiliarity of courts with subject matter
concerning the application of accounting standards and the true and
fair view.
Following a hearing, if the FRP considers it
warranted, it will encourage companies to voluntarily restate their
financial reports in a manner that is considered consistent with
the accounting standards and the true and fair view
The FRP s findings will not be binding on either
ASIC or the company and the dispute may ultimately be pursued in
the Court.(7)
Part 3 of Schedule 2 of the Bill amends the
ASIC Act to establish the FRP.
Companies will not be able to refer matters to the FRP prior to
publishing their accounts. Prior to publishing the accounts, only
ASIC will be permitted to refer matters to the FRP.
The Corporations (Fees) Amendment
Bill (No. 2) 2003 provides for a
fee to be levied on companies that refer matters to the FRP.
The Bill amends the ASIC Act, the Corporations Act and the
Trade Practices Act 1974 to ensure that proportionate
liability applies to claims for damages for economic loss or
property damage arising from misleading or deceptive conduct
(schedule 3). The explanatory memorandum notes
that proportionate liability involves a defendant being liable only
for that portion of the damage for which the defendant is judged to
be responsible.(8)
Currently joint and several liability applies to actions under
these statutes for misleading and deceptive conduct. Under joint
and several liability, an injured party may recover the full amount
of their loss from an individual even though they only partially
contributed to the plaintiff s loss. Chief Justice Rogers in the
Supreme Court of New South Wales in AWA Ltd v
Daniels, t/a Deloitte, Haskins and Sells noted
the difficulties associated with joint and several liability:
A well insured defendant, who may perhaps be
responsible for only a minor fault, in comparison with the fault of
other persons, may nonetheless be made liable, at least in the
first instance, for the entirety of the damage suffered by the
plaintiff. The defendant may indeed seek contribution from other
persons responsible for the major damages. Why should the whole of
the burden of possible insolvent wrongdoers fall entirely on a well
insured, or deep pocket defendant.(9)
The explanatory memorandum to the Bill notes that joint and
several liability is contributing to the high cost of professional
indemnity insurance.
In January 1995, the Inquiry into the Law of Joint and
Several Liability, Report of Stage Two was published. This
report noted that, at that time, there were at least four different
types of proportionate liability that operated in the various
jurisdictions around the world.(10) This Bill implements
the second of these types of proportionate liability noted in the
report proportionate liability when the plaintiff is partly at
fault (schedule 3, item 2). Therefore,
proportionate liability will apply to any claims for damages for
economic loss or property damage brought about by misleading and
deceptive conduct either under the ASIC Act, Corporations Act or
the TPA.
The main disadvantage of proportionate liability is that if the
defendant can establish that other parties have contributed to the
loss, the onus will then be placed upon the plaintiff to take legal
action against these parties. If these other parties are insolvent
or cannot be located, the plaintiff will not receive full
compensation for his or her loss.
CLERP 9 will provide protection to employees, officers and
subcontractors who engage in whilstleblowing . Under proposed
proposed section 1317AA of the Bill whistleblowing
takes place where:
(d) the discloser has reasonable grounds to
suspect that the information indicates that
(i) the company has, or may have, contravened a
provision of the Corporations legislation; or
(ii) an officer or employee of the company has, or
may have, contravened a provision of the Corporations legislation;
and
(e) the discloser makes the disclosure in good
faith.
Whistleblowing can increase awareness of corporate misconduct
and hence accountability for this misconduct through the reporting
of misconduct either to positions of authority within the
organisation or to external regulators. The Bill endeavours to
provide protection to whistleblowers who report misconduct
internally or to ASIC (schedule 4, item 2).
However, the whistleblower must disclose their identity if seeking
the protection of the legislative provisions. Furthermore, the
whistleblower is only protected in relation to disclosure of
breaches of the Corporations Act. It does not cover breaches of
regulatory arrangements overseen by for example, the Australian
Prudential Regulatory Authority.
The Corporations Act sets down circumstances where a director
may be disqualified from managing a corporation. Existing section
206B sets down the circumstances where there is an automatic
disqualification, namely conviction for an offence. The period of
disqualification is five years after the day of conviction or if
the defendant serves a term of imprisonment, five years after the
day on which they are released from prison. Schedule 4,
item 4 amends section 206B of the Corporations Act, giving
the Court a discretion to disqualify the director for an additional
period of fifteen years or less.
In addition, section 206D of the Corporations Act provides that
a Court may disqualify a director from managing a corporation for
up to ten years if in the previous seven years:
-
the person had been an officer of two or more corporations that
had failed
-
the manner in which the Corporations were managed was wholly or
partly responsible for the failure, and
-
the disqualification is justified.
Schedule 4, item 6 increases the maximum period
of disqualification to twenty years.
Existing sections 300 and 300A of the Corporations Act set down
the rules relating to disclosure of executive remuneration. Section
300 provides that the annual director s report must contain details
of the options over shares granted to company directors and the
five most highly remunerated officers of the company during the
financial year. Section 300A imposes additional obligations on
listed companies. Section 300A states that the directors report
must also include details of the nature and the amount of the
company directors remuneration, the remuneration details for the
five most highly paid senior managers as well as an explanation of
the relationship between remuneration policy and company
performance.
The Corporations Act currently also contains provisions that
deal with approval and disclosure of termination payments for
office holders. Under section 200B termination payments for
officeholders generally must be voted on by shareholders. A payment
need not be voted on if:
-
it was given to the person under an agreement between the
company and the person as part of the consideration for agreeing to
hold the position,
-
it was a genuine payment by way of damages for breach of
contract, or
-
the value of the termination payment does not exceed the
financial limits set out in 200G(2) of the Corporations Act.
These provisions regarding disclosure of executive remuneration
have recently been augmented by Principle 9 of the Australian Stock
Exchange s Principles of Good Corporate Governance and Best
Practice Recommendations. Principle 9 states that a company
should remunerate fairly and responsibly. The company should follow
certain practices, including providing disclosure in relation to
the company s remuneration policies.
In addition to this the Australian Accounting Standards Board
recently issued AASB 1046 Director and Executive Disclosure by
Disclosing Entities. Financial reports will need to be
prepared in accordance with this standard.
In recent years, significant media, political and shareholder
attention has focused on the high levels of executive remuneration.
The principal concern is that executive pay is not adequately
linked to company performance. This issue has become particularly
prominent as some executive pays have increased significantly
despite the fact that their companies have experienced performance
problems (such as NAB s failed homeside venture the company had $4
billion in write-downs yet the bank s CEO Frank Cicutto received a
$1 million pay increase). There has also been general concern
regarding adequate disclosure of executive remuneration to
shareholders.
Despite this general outcry, the advocates of high executive pay
argue that high salaries are needed to attract talented staff and
that full disclosure of executive remuneration may in fact place
upward pressure on executive pay.(11)
The Bill acknowledges concerns about executive remuneration and
makes some changes to the arrangements relating to executive pay.
In particular the Bill amends section 300A to require disclosure of
the remuneration of directors in relation to both the listed entity
and the consolidated entity (therefore disclosure across the entire
corporate group). The Bill also amends section 300A so that
remuneration policies in regard to directors and senior managers of
consolidated entities will also need to be disclosed. Regulations
will be made which will set out further guidance as to the type of
information that will need to be disclosed to satisfy the
remuneration disclosure and remuneration policy disclosure
requirements in amended section 300A (schedule 5, item
11-14).(12)
The explanatory memorandum to the Bill states that:
Shareholders should be placed in a position where
they can understand the nature of the remuneration including any
performance hurdles or contingencies on which the payment is based
..
This will ensure shareholders are informed about
the framework and main components of remuneration and understand
the relationship between performance and remuneration ..
The Bill requires the remuneration disclosure to be made in a
clearly dedicated section of the annual directors report - the
remuneration report (schedule 5, item 10).
Schedule 5, item 8 provides that at the annual
general meeting of the company, shareholders must be given the
opportunity to consider the directors remuneration report and to
ask questions. Shareholders must also vote on the report. The vote
is a non binding vote and therefore does not have any legal
force.
The Bill also proposes to tighten up section 200B which deals
with approvals for termination payments so that damages for breach
of contract and payment in consideration for joining the company
exceptions have a financial limit (schedule 5, item
4-5).
By enhancing the disclosure requirements in relation to
executive pay, these provisions should increase a company s
accountability for setting the level of executive pay.
The Australian Labor Party (ALP) argues that the changes in the
Bill to executive remuneration are inadequate and it proposes to
move a series of amendments to this part of the
Bill.(13)
The Bill amends the Corporations Act so that civil liability in
relation to continuous disclosure breaches will be extended to
individuals (ie not just the company) (schedule 6, item 1
and 2).
ASIC will be empowered to issue infringement notices with fixed
penalties for breaches of the continuous disclosure regime. It is
proposed that infringement notices should only be used in relation
to less serious contraventions of the continuous disclosure regime
(schedule 6, item 9).
In relation to infringement notices, the provisions will operate
in the following way:
-
If ASIC considers that an entity has contravened the continuous
disclosure regime, ASIC notifies the entity in writing of the
nature of the case against it (proposed section
1317DAD).
-
ASIC then holds a hearing at which the entity is permitted to
give evidence and make submissions (proposed section
1317DAD)
-
If, following the hearing, ASIC forms an opinion that a
contravention has occurred, it may issue an infringement notice
notifying the entity of its opinion and indicating that the breach
may be addressed through compliance with the infringement notice
(proposed section 1317DAC).
-
Compliance with the infringement notice entails payment of the
financial penalty and remedying inadequate disclosure as specified
in the notice (proposed section 1317DAF).
-
The financial penalty, which must be specified in the
infringement notice is either $33,000, $66,000 or $100,000,
depending on whether the entity is a listed or unlisted disclosing
entity and whether the entity had previously contravened the
continuous disclosure provisions. If the entity is listed, the
financial penalty will depend on the entity s market capitalisation
(proposed section 1317DAE).
-
Compliance with an infringement notice is not taken as an
admission by the entity of liability or a contravention of the
Corporations Act. Furthermore, if it complies, the entity is not
subject to existing or further civil or criminal proceedings in
relation to the alleged contravention, subject to certain
exceptions (proposed section 1317DAF).
-
ASIC must not publish that a notice has been issued or that an
entity has failed to comply with a notice (proposed section
1317DAJ).
-
If the entity fails to comply with the infringement notice with
the period of time specified in the infringement notice, ASIC
cannot enforce the infringement notice. Instead, ASIC may bring
civil proceedings against the entity in relation to the same
alleged contravention (proposed section
1317DAG).
The Bill contains amendments to streamline paths of
communication between the company and its shareholders in relation
to notifying company meetings, distributing annual reports,
authenticating proxy appointments and submitting proxy forms
(schedule 8).
Disclosure of director s participation in directorships of other
listed companies will also need to be disclosed in the company
annual report.
The ALP proposes a series of further amendments to the
shareholder participation provisions in the Bill to increase the
opportunities for shareholder involvement in company decision
making.(14)
In particular, the ALP considers that the
following amendments to the Bill should be made to further empower
shareholders:
- Requiring shareholder approval (non-binding) where a director
chairs more than 1 top 300 listed company
- Requiring disclosure of information about directors prior to
being elected (such as their relationship with the company and
other directors)
- Requiring disclosure of the qualifications of company
secretaries
- Amend section 250A(4) to ensure that the voting intentions of
shareholders are carried out
- Requiring the disclosure of resolutions withdrawn prior to the
AGM
- Requiring the disclosure of beneficial ownership in the annual
report of the company, and
- Requiring trustees of super funds to note their proxies in
relation to the listed companies that they invest in and disclose
their voting policy and notice record and to require fund managers
to disclose their voting policy and their voting record.
The Bill also contains minor amendments relating to conflict of
interest situations (schedule 10) and exemptions
from the disclosure requirements under chapter 7, financial
services and markets of the Corporations Act (schedule
7).
In relation to the conflict of interest provisions, the ALP
proposes significant changes to those provisions as it considers
that the current arrangement in the Corporations Act do not
adequately deal with conflicts of interest.
The Corporations (Fees) Amendment
Bill (No. 2) 2003 provides for a
fee to be levied on companies that refer matters to the FRP.
The Bill implements broad sweeping reforms to the regulation of
auditors in Australia. This follows recommendations made in the
Ramsay report and the findings of the HIH Royal Commission and
follows similar moves internationally to strengthen auditor
independence mechanisms. The Bill also improves regulatory
oversight of auditors and their operations.
The Bill also addresses other topical corporate governance
issues, including remunerating directors and executives,
shareholder participation in company decision making and enforcing
continuous disclosure obligations.
The ALP has expressed broad general support for the provisions
in the Bill. It has however proposed a series of amendments to the
Bill which it considers will refine and enhance the scope of its
operation and in particular, it focuses upon issues regarding
executive remuneration and shareholder participation in company
decision making and conflict of interest in decision making.
It is not clear that the amendments in these Bills will prevent
a recurrence of corporate collapses such as HIH. It has been
argued, for example, that the changes to auditor independence
requirements will not prevent financial reports being generated
that are not full and transparent. Some commentators have noted
that:
Where auditors are found to be dishonest, allow
inducements to compromise their work or are dilatory or
incompetent, they deserve to be punished. That is a matter for not
being professional. Yet incongruously, auditors can be as honest as
possible, have impeccable integrity and be competent and intrepid
to the hilt, but if they follow the conventional accounting rules,
almost certainly they will be signing off on what mostly is
financial nonsense! The lynchpin of auditing has been left out of
the discussion to date for the necessity that accounting data are
serviceable in the uses ordinarily made of them lies at the core of
the audit function. As it is, auditors are on a mission impossible
.
Audit failure is currently depicted as primarily a
matter of a lack of auditor independence. That is contestable. In
Australia the Ramsay Report on auditor independence (2001), like
its predecessors that have looked at the quality of audit and the
public s expectations of them, confines the independence debate to
the ethical dimensions of the auditor-client relationship. The
proposed reforms ignore the constraint imposed by accounting rules
upon the auditor s ability to form an independent opinion on
financial statements. Thus, they have little likelihood of being
successful.(15)
Despite this limitation, it would seem that the changes to the
law proposed in the Bill do put the profession on notice that their
conduct will be more closely scrutinised by regulators.
The amendments which provide that proportionate liability rather
than joint and several liability applies in relation to misleading
and deceptive conduct, are a significant change to the law. The
Bill proposes to apply proportionate liability to misleading and
deceptive conduct claims for economic loss and property damage
under the ASIC Act, Trade Practices Act (TPA) and the Corporations
Act. Proponents of proportionate liability argue that these
amendments will help to keep down the cost of professional
indemnity insurance as plaintiffs will be unable to restrict their
legal proceedings to the defendant with the deepest pockets (often
the person who has liability insurance). However, restricting the
amount of damages that may be recovered from the defendant with the
deepest pockets will, in some circumstances, result in the
plaintiff being denied full compensation for the loss that they
have suffered. For example if one of the defendants involved in the
contravention is insolvent, the plaintiff will not be compensated
for that defendant s contribution to the plaintiff s loss.
The Bill proposes to apply this principle of proportionate
liability to section 52 of the TPA. Section 52 is one of the key
consumer protection measures in the TPA. It is important for
Parliament to note that this amendment appears to curtail the level
of consumer protection that section 52 will give to consumers.
In relation to the whistleblowing amendments, there would
arguably be benefit in extending these provisions to other
regulatory regimes. For example, with the recent NAB foreign
currency crisis, there would be advantages in extending these
provisions to areas where the Australian Prudential Regulatory
Authority has a regulatory function.
-
Ian Ramsay, Independence of Australian Company
Auditors: Review of Current Australian Requirements and Proposals
for Reform, Melbourne, October 2001, p. 6.
-
Ibid., p. 6
-
Joint Committee of Public Accounts and Audit, Review of
Independent auditing by registered company auditors, Canberra,
2002.
-
The Hon Peter Costello, Second Reading Speech, Corporate Law
Economic Reform (Audit Reform and Corporate Disclosure) Bill 2003 ,
House of Representatives, Debates, 16 February 2004, p.
24841.
-
Elizabeth Johnstone, CLERP 9 , Law Institute Journal,
December 2003.
-
Corporate Law Economic Reform Program, Proposals for Reform:
Paper No. 9, Canberra, 2002, p. 19.
-
Explanatory Memorandum Corporate Law Economic Reform Program
(Audit Reform and Corporate Disclosure) Bill 2003, p. 146.
-
Explanatory Memorandum, op. cit., p. 153.
-
(1992) 10 ACLC at 1022.
-
Professor Jim Davis, Inquiry into the Law of Joint and
Several Liability, 1995, Canberra, p. 32.
-
John Unkles, Executive remuneration under the spotlight ,
Journal of Banking and Financial Services,
August-September 2003, pp. 2 3.
-
Copies of the regulations are located on Department of Treasury
web-site.
-
Parliamentary Joint Committee on Corporations and Financial
Services, CLERP (Audit Reform and Disclosure) Bill 2003 Part 1
Enforcement, executive remuneration, continuous disclosure,
shareholder participation and related matters, June 2004, p.
258 259.
-
Ibid., pp. 260 261.
-
Graeme Dean, Frank Clarke and Peter Wolziner, Auditor
independence reforms recycled ideas ,Abacus, March
2002.
Susan Dudley
21 June 2004
Bills Digest Service
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