MINORITY REPORT
Senator Andrew Murray
Australian Democrats
March 1998
1. CLRB
The Australian Democrats have supported the efforts of both the present
government and the previous one, to reform and modernise Australian company
law. The Company Law Reform Bill 1997 (the CLRB) advances this
reform programme considerably.
The Australian Democrats supported most of the findings of the Parliamentary
Joint Committee on Corporations and Securities' Report on the Draft Second
Corporate Law Simplification Bill 1996, which was adopted after extensive
consultation with interested bodies. The CLRB is largely based
on that bill, but has some key differences.
It is my intention to revisit some of those earlier Committee recommendations
in this Minority Report. It is regrettable that some measures agreed cross-party
in that Report on the Second Corporate Law Simplification Bill 1996
have not been adopted in the CLRB.
Further, I intend to pursue some additional issues raised by witnesses
and in submissions.
It is expected that the Bill will improve the efficiency and understanding
of company law and regulation. However the Bill fails to significantly
advance corporate governance standards and directors accountability to
shareholders. These remain vital areas of concern. Some, such as the Australian
Shareholders Association (ASA), and the Australian Investment Managers
Association (AIMA), believe that corporate governance standards will be
diminished. The successor to AIMA, the Investment and Financial Services
Association Ltd (IFSA), is of the opinion that the Bill is deficient on
corporate governance matters.
In contrast the ASX believes that
the balance in Australian corporate regulation appears to have shifted
too far towards a prescriptive and intrusive approach
and tellingly focuses on any reduction, rather than any improvement
ASX is not aware of any material way in which the Company Law Review
Bill reduces existing levels of shareholder and
non- shareholder protection. [1]
(emphasis added)
2 REPORTING ON FINANCIAL AND OTHER MATTERS
The following proposals for amendments to the CLRB are intended to improve
the openness and accountability of directors and senior management to
the shareholders, in relation to the financial operations of the company,
by expanding the nature of financial information required to be disclosed
by directors and management.
2.1 Directors' Declaration
The provisions of the CLRB relating to the directors' declaration regarding
the company's financial statements and position, should include a requirement
for directors to give an opinion about compliance with the law, as is
required for the auditor's report. [2]
The submission from Corporate Governance International also emphasised
the importance of providing adequate disclosure in directors reports.
Recommendation 1
Provisions requiring a directors' declaration relating to the company's
financial statement and position, need to be expanded to include
compliance with the law, and matters of remuneration.
With regard to the annual directors' report, Recommendation 8 (b)
of the Parliamentary Joint Committee on Corporations and Securities
Report on the Draft Second Corporate Law Simplification Bill 1996,
needs to be reaffirmed :
that listed companies disclose remuneration policies and details,
and key demographic material, of the Board and senior executives;
and matters relevant to compliance with corporations law or trade
practices law.
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2.2 Management Discussion and Analysis
The earlier Second Corporate Law Simplification Bill 1996 (the
SCLSB), in s 299 & s 300, provided for the directors' annual report
to include a management discussion and analysis (MD & A) of the matters
members need to be informed on if they are to understand the overall financial
position of the company.
The ASX is of the opinion that reporting requirements are adequately
covered in the new Bill. The Majority Report summarises the arguments
adequately.
These MD & A matters include the company's operational results, key
strategic initiatives, major commitments entered into and sources of funding
for those commitments, any unusual or infrequent events or transactions,
likely future developments in the business, and trends or events that
have had or are likely to have, a significant effect on the business.
Material may be omitted if it is considered likely to result in unreasonable
prejudice to the company, in which case the report must specifically state
that material has been omitted. [3]
The Joint Parliamentary Committee Report on the SCLSB, found that shareholders
and their representatives, as well as some major corporate review organisations
strongly endorsed the proposed MD & A provision, although it was criticised
by the Australian Institute of Company Directors as being too onerous
and vague. [4]
Despite the strong support from shareholding and corporate professional
bodies, and what appeared to be simply requests for redrafting and clarification
from the few groups that opposed it, the latest version of this Bill,
the CLRB, has removed the discussion and analysis provisions altogether.
This has been strenuously opposed in submissions made by industry
groups regarding the CLRB :
[the] absence of a regulatory framework for [discussion and analysis]
disclosure in Australian company reports is a significant shortcoming
in the quality of financial reporting to users, especially as
this form of reporting is required or encouraged in other major capital
markets such as the US, UK and Canada. [5]
The Securities Institute of Australia (the SIA) was extremely critical
of the omission of MD & A, arguing that it will put Australian users
of company reports at a disadvantage in relation to other major capital
markets, and that it was inconsistent with the Government's stated commitment
to achieve harmonisation in financial reporting under accounting standards.
[6] The SIA said that the omission was
contrary to international trends set by major capital markets, such
as the United States, Canada and the United Kingdom and leaves Australian
users of annual company reporting at a disadvantage.
Furthermore, they remarked
The MD & A requirement was always associated with the introduction
of concise financial reporting which allows short-form accounts to be
forwarded to shareholders. It was considered by key industry groups
representing both preparers and users that the MD & A requirement
was an integral part of this reform to ensure shareholders were kept
fully informed despite receiving the shorter report. [7]
The MD & A requirement is rightly considered as making a valuable
contribution to the reform of Corporations Law in Australia. It will increase
the degree of openness and accountability of company management.
It is the view of the Australian Democrats that the MD & A requirement
should be included as a mandatory requirement to ensure consistency in
reporting practice between report users. The complete removal of the MD
& A requirement from the revised Bill is curious since apart from
the powerful ASX, its removal does not appear to have the support of industry
or investor groups, whom the reforms are designed to benefit. The only
criticisms of the proposal relate to drafting, not substance.
Recommendation 2
The directors' annual report must include a management discussion
and analysis (MD & A) of the matters members need to be informed
on regarding the overall financial position of the company.
These matters include the company's operational results, key strategic
initiatives, major commitments entered into and sources of funding
for those commitments, any unusual or infrequent events or transactions,
likely future developments in the business, and trends or events
that have had or are likely to have, a significant effect on the
business.
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2.3 Mandatory Disclosure of Information Available to Foreign Markets
The Submissions by Corporate Governance International (CGI) emphasised
seven key governance reforms. Amongst these were mandatory disclosure
of all information disclosed by Australian listed companies to the American
market. CGI are not satisfied that the ASX Listing Rule 3.1 for a general
continuous disclosure regime, is adequate.
It seems self evident that if a listed company has to incur the cost
and do the work of providing information to any market, not just the American
market, then that information should be available to Australian investors
too.
Recommendation 3
A listed company that is obliged by law to disclose information
to any non-Australian market, must make that information available
to Australian investors.
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3. LODGEMENT OF DOCUMENTS
The nature and frequency of documents required to be lodged with the
regulatory bodies such as the ASC, and market managers such as the ASX,
are critical factors in ensuring that company management is properly accountable
to shareholders and are in compliance with company laws and regulations.
However reform of the company disclosure and document lodgement requirements
is needed to facilitate both lodgement of and access to, all relevant
company documents and other information.
3.1. Electronic Lodgements with the ASC
Section 352 of the CLRB provides a framework for electronic document
lodgement with the ASC, allowing documents to be lodged electronically,
provided the ASC and the company lodging the document have agreed to electronic
lodgement and authentication.
The facility for the electronic lodgement of documents already exists,
under the EDGE Agents Agreement, periodically updated by the ASC. However
the EDGE agreement also presently requires lodging parties to hold a hard
copy signed form before making an electronic lodgement. It is the proposed
loss of `hard copy' in a paperless transaction, that raises the spectre
of untraceability and greater potential for fraud.
The use of purely electronic methods of lodging documents with the ASC
has caused some concern. The submission by the experienced Corporate Network
Limited (CNL) is notable. They describe themselves as one of
the largest and oldest firms of our type in Australia; we have some 2,500
firms of accountants and solicitors who instruct us on company incorporations.
CNL's submission highlighted the potential for creation of untraceable
companies under the proposed system, and fraud in relation to amendments
to company constitutions arising from the lack of any actual physical
execution of documents. [8]
Those likely consequences will be widespread tax avoidance and commercial
debt avoidance, and these are likely because the traditional evidence
trail will no longer need to be created and maintained. [9]
While the utilisation of electronic media does and will improve the speed
and ease of lodging and registering documents, there is a need for some
minimal additional regulation of the process to avoid the possibilities
of fraudulent lodgement.
In reality, the ASC does not accept that it has a role beyond the
strict provisions of the Corporations Law.
In particular, the ASC accepts no responsibility for the property
aspects of companies (that is, the evidence trail to the true owners
and controllers of companies). [10]
The suggestion by CNL for amending the CLRB involves the creation and
maintenance of an evidence trail leading back to a physical document and
to the person who lodged it, and codification of this trail in legislation.
[11]
Recommendation 4
An amendment to section 352 to require:
(a) the document to be lodged is held by the person lodging it
(or their agent) in paper form, signed by the appropriate company
officer;
(b) the person lodging the document provides with it the name and
address of a natural person who has given written verification of
the accuracy of the matters stated in the document, and that all
members of the company affected by the lodgement are aware of it.
[12]
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3.2 Electronic Lodgement of Proxy Documents and other Shareholder Communication
The CLRB will allow lodgement of proxy documents electronically only
if the company has specified an electronic address in the notice of meeting
(s.25013(4)). This leaves it entirely to the company's discretion whether
proxy votes may be faxed or not. There does not appear to be any reason
why companies should not be required to accept faxed proxy votes since
facsimile communication has been commonplace in commercial operations
for many years. [13]
Recommendation 5
That companies be required to receive proxy votes and other shareholder
communication sent by means of facsimile.
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3.3 Lodging Company Constitutions with the ASC
The CLRB has exempted proprietary companies from the obligation to lodge
a copy of their constitution (if any) on registration and subsequent amendments
with the ASC. This is unfortunate, since investors and other interested
parties have a legitimate interest in whether or not a company is complying
with the terms of its constitution. Shareholders and those who deal with
companies are entitled to assume that a company is acting in accordance
with its constitution, but without access to it and any amendments, this
important feature of the accountability of management to shareholders
and other interested parties is effectively removed.
This requirement is supported in the submissions made by major Australian
accounting organisations:
The Accounting bodies consider it is important that all companies
should lodge a copy of their constitution and amendments, to provide
a public record which is easily accessible to all interested parties.
At least large proprietary companies should be required to lodge a constitution.
It is inconsistent that the Law requires such companies to lodge financial
reports but does not require a public record of their rules of conduct.
There is a need for certainty among persons who deal with a company
about the internal rules that apply to it. [14]
Recommendation 6
All companies, public and proprietary, be required to lodge copies
of their constitution (if any) and any amendments made to it, with
the ASC.
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4. DEMOCRATISATION OF COMPANIES
The following proposals are aimed at improving the internal operations
of companies so that they better accord with principles of corporate democracy,
in particular, the right to vote on matters of importance to the company
that attaches to each shareholding.
4.1 Disclosure of Proxy Voting
The outcome of proxy votes should be required to be disclosed by companies,
as is currently required in the USA. Because voting is among the most
important rights of a shareholder, it is essential that each shareholder
is able to fully and freely exercise their voting rights.
The chair receives the results of the proxy votes prior to the meeting,
but is not required to disclose this information prior to the vote being
taken, even though the shareholders voting at the meeting have a legitimate
interest in knowing the proxy voting information available to the chair.
[15]
It is important for the results of proxy voting to be made available
to the shareholders so that they can ensure the chair has properly taken
the proxy votes into account when finalising the decision of the meeting.
Proxy voting is also particularly significant in relation to the calling
of polls. The CLRB provides that voting is to be by show of hands, unless
a poll is demanded. A poll may be demanded by at least 5 voting members,
members with at least 5% of the votes, or the chair, who may decide to
do so based on the likelihood of a different decision being obtained by
a poll than by show of hands. Because the chair alone knows the results
of the proxy votes, he or she is also the only one who can make this determination.
There should be greater openness in this process so that the chair's exercise
of this power is subject to outside scrutiny.
Recommendation 7
The chair of a shareholder meeting should be required to:
(a) disclose, at the commencement of the meeting, the results of
any proxy votes received;
(b) call for a poll if the vote by show of hands does not reflect
the votes of the proxies received.
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4.2. Preferential Voting for Directors
The existing method of electing company directors on a limited re-election
pattern has been severely criticised as being "both undemocratic
and unrepresentative, [denying] the representation of minority
interests, other than management, and [not] protecting minority
interests". [16] The current system
of electing directors facilitates the dominance of control groups, and
lessens the possibility of support being expressed for particular directors.
The result of this, according to Shann Turnbull, is that for minority
interests to be heard, minorities must often rely on expensive and problematic
remedies such as recourse to the legal system, ASX rules and the ASC,
which reduces the attractiveness of investing, reduces genuine shareholder
participation, and facilitates a "dictatorship by management".
[17]
In order to avoid this situation, Turnbull and others propose a system
of preferential voting (also described as cumulative voting), in listed
companies for the election of directors, in which all directors would
be elected annually with each share obtaining as many votes as there are
vacancies. In the United States this procedure is mandated as best practice
by Federal law for banks, and for corporations in some States.
To mandate this type of preferential voting for directors of listed companies,
the Law would need to specify that
- the number of directors to be elected would be determined by the company's
constitution
- all directors would retire each year
- each share would obtain as many votes as there were Board vacancies
- each shareholder could distribute as they thought fit all or some
of the votes available to them from their shareholding, to any number
of those nominated as directors
The consequence of this optional preferential method is that shareholders
can ascribe their votes to indicate their preference for a director or
directors.
Preferential (or cumulative) voting :
allows minority shareholders to have representation on the board
in proportion to their shareholding [because each] shareholder
obtains as many votes as there are vacancies and has the right
to distribute his or her votes among the candidates". [18]
Although the Australian Democrats believe that this system is desirable
for all listed companies, we appreciate that it may not be appropriate
to require existing companies to change their constitutions (memorandums
and articles). Accordingly we recommend that only newly listed companies
should be obliged to adopt this system.
Existing listed companies should however be required to allow their shareholders
to assess the new system, and to vote on whether they wish to convert
to it.
Recommendation 8
The Corporations Law be amended to provide for preferential election
of company directors in listed companies, requiring all directors
to be elected every year with each share obtaining as many votes
as there are board vacancies.
This system should be mandatory for all newly listed companies.
Existing listed companies should be required to prepare a summary
of this system for the shareholders to vote on and to decide whether
they wish to change to it.
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4.3 Directors Requisitioning Meetings
The IFSA [19] was one of a number of witnesses
that are concerned that the Bill does not include a key recommendation
from the Parliamentary Joint Committee on Corporations and Securities
Report on the Draft Second Corporate Law Simplification Bill 1996 - namely
Recommendation No 2. The Committee made these points
The Committee accepts that recent events in relation to some companies
have demonstrated a need for individual directors of listed companies
to be able to act independently in the interests of all shareholders.
The right to call a members meeting gives some substance to this independence
and it should not be a right that can be withdrawn through the
constitution of a listed company. [20]
The Government believes that the provision giving this power to 5% of
shareholders is a sufficient safeguard. I do not concur, and the Australian
Democrats continue to support the right of an individual director to call
members meetings.
Recommendation 9
That the right of an individual director to call a meeting of members
should be a mandatory rule for listed companies.
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4.4 Members Requisitioning Meetings
The Majority Report discusses this issue, and to the problems outlined
by the NRMA [21] offers the observation that
the bill now includes a `proper purpose' test for requisitioning a meeting
(s 249Q). This may be all that can be contemplated at this stage, but
the matter may need further review after the new law has had time to be
assessed.
It is vital that minority shareholders retain the ability to call meetings.
It is equally vital that such shareholders are effectively dissuaded from
using this power frivolously or vexatiously.
5. MEASURES TO IMPROVE CORPORATE GOVERNANCE
Corporate Governance concerns itself with accountability. Accountability
comes at a cost, and there is a tussle between those who want minimum
accountability, maximum freedom, and lowest costs, and those who believe
maximum accountability serves investors, shareholders, and the public
interest best.
By and large most submissions appear to fall somewhere between these
two aims. One notable witness, the ASX, are strong proponents of deregulation.
On the face of it statements such as these are alarming
although they do go on to qualify and explain this opinion. Their conclusion
is one that can be contested, challenging as it does the practices of
the economically powerful and successful USA
More broadly, ASX believes that prescriptive corporate governance
measures based on North American practice are likely to be counter productive
in impeding the capacity of Australian companies to follow world best
practice as it continues to develop. [23]
As principles, the Australian Democrats always incline to greater accountability,
openness, transparency and representation.
5.1 Corporate Governance Board
The concept of a corporate governance board is sometimes expressed as
a corporate senate. While the political analogy may be apt, it may be
off-putting for some. The distinction is between a body that conducts
the normal operational and managerial functions of a Board, and another
body which deals with accountability issues.
Company directors have extensive powers regarding the management of the
company's business and internal organisation. Some of these internal management
powers, which may be termed 'corporate governance powers', include : the
power of directors to decide their own remuneration, to appoint and remunerate
auditors and other experts, adopt any accounting practices they see fit
within accepted accounting standards, nominate themselves for re-election
and fill casual vacancies for directors, to initiate changes in the corporate
constitution and to control the conduct of shareholder meetings and voting
procedures (Corporations Law, Schedule 1, Table A).
Directors also posses the powers to themselves manage conflicts of interest
with related parties.
Many of our largest companies have directors who represent shareholders
with related-party trading interests. Examples are Arnotts, Cadbury
Schweppes, Caltex, Coca Cola Amatil, Coles Myer and Qantas, to name
a few. [24]
The number and extent of these powers has led such commentators to argue
that :
existing practices concentrate power with directors and provide
them with absolute power to manage their own conflicts of self-interest
to allow corruption of themselves and economic performance. [25]
Mr Turnbull makes the further point that as these "governance
powers are quite different from the duty of the directors to 'manage'
a company, [they] can and should, be separated". [26]
There are significant deficiencies in the method of controlling companies,
and of ensuring full accountability to shareholders. There is a substantial
body of research and literature on this subject, and a number of countries
have variants of this idea of a corporate governance board.
A sure way to increase the independence and accountability of Boards
is to have two Boards, one concerned with managerial issues, and one concerned
with governance issues. The former should quite properly continue to have
directors elected relative to shareholdings, but to protect minorities,
minimise conflict of interest issues, avoid Board `capture', and ensure
accountability, the latter needs to be elected by shareholders.
In listed companies a separate Board should exercise these internal governance
powers, leaving the main board directors to concentrate on the management
of the company's business operations, while the second Board would provide
the valuable introduction of a system of checks and balances into corporate
governance procedures. A separation of powers in other words.
This proposal has the added virtue of introducing a greater measure of
self-regulation.
This is a much cheaper and effective way of protecting minorities
than relying solely on the legal system, ASX listing rules, or the ASC.
[27]
This proposal is a proactive one, designed to prevent problems. To those
who answer that the stockmarket will police companies with poorly performing
Boards in corporate governance, that involves a reactive attitude and
a prejudicial one to shareholders since the value of their shares will
have fallen.
`Independent' directors are often anything but. If not recommended in
the first place by the other directors in the `control group' they are
supposed to be independent of, they can be subject to Board `capture'
anyway, unless, as is fortunately sometimes the case, they are exceptional
individuals.
The centralisation of corporate power in a single board is the biggest
governance problem for minority shareholders and other stakeholders.
[28]
The corporate governance board proposal would both simplify and reduce
the role, responsibilities and workload of the main board directors as
well as increasing their credibility by removing the powers which permit
the perception or actuality of a conflict of interest. This should thereby
improve the accountability of directors and the internal governance of
companies and lead to better business management decisions by directors.
Ultimately, this is about re-establishing the balance of company governance
in favour of shareholders, rather than management.
It is essential that the separate governance board be elected on the
democratic basis of one vote per shareholder rather than one vote per
share.
Although the Australian Democrats believe that this system is desirable
for all listed companies, we appreciate that it may not be appropriate
to require existing companies to change their constitutions (memorandums
and articles). Accordingly we recommend that only newly listed companies
should be obliged to adopt this system.
Existing listed companies should however be required to allow their shareholders
to assess the new system, and to vote on whether they wish to convert
to it.
Recommendation 10
The Corporations Law be amended to separate the corporate governance
and business management powers of directors by creating a separate
body and vesting in this body all the powers of governance formerly
exercised by the board of directors.
This should be obligatory for all newly listed companies. Existing
listed companies should instead be required to prepare a summary
of this system for the shareholders to vote on to determine if they
wish to change.
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5.2 Appointment and Resignation of Directors
The provisions of the Corporations Law that regulate the ability of directors
to appoint another person as a director should not be included as one
of the new species of "replaceable rules" created under the
CLRB. The replaceable rules are intended to be adopted, replaced or varied
by the company as it sees fit. It is not appropriate that the company
has complete discretion over an issue as significant as the appointment
of new directors by existing directors. [29]
The Corporations Law should require resigning and retiring directors
to advise the ASC of their reasons for doing so, and to enhance the likelihood
that accurate and frank reasons will be given, directors should be afforded
qualified privilege by the ASC in relation to these disclosures.
Recommendation 11
The rules regarding the ability of existing directors to appoint
new directors should not be included in the Corporations Law as
replaceable rules.
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5.3 Notice of Meetings
There has long been a battle between those with a managerial philosophy,
who want decision making facilitated, and those with a shareholder perspective,
who want time to consider the impact of Board and management recommendations.
As a general rule one would expect that in any conflict between the two,
it is investors and owners whose views should carry greater weight.
The Majority Report summarise the arguments concerning s 249H(l) of the
Bill, which raise the required notice to be given for meetings from 14
to 21 days.
The Committee had previously recommended 28 days. [30]
Shareholder and investor groups continue to support the 28 days approach.
The Australian Democrats see no reason to vary their support for 28 days.
Recommendation 12
The minimum notice period for listed companies members meetings
should be 28 days.
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6. THE ROLE OF THE AUDITOR
The auditor plays a vital role in ensuring proper accountability of company
management and proper business dealings by carrying out independent scrutiny
of the company reports.
6.1 Reporting to the Auditor
All directors and other management personnel should be obliged to inform
the auditor of suspected fraud or other material improper conduct regarding
the company. This is important to ensure that the auditor is aware of
all issues relevant to carrying out the audit and the auditor's review
of the company reports.
Recommendation 13
All directors and other management personnel should be obliged
to inform the auditor of suspected fraud or other material improper
conduct regarding the company.
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6.2 Audit Committees
As a means of encouraging company boards to adopt good reporting practices
when preparing their financial and directors' reports, the Corporations
Law should require all listed companies to have an audit committee with
some members being non-executive directors. [31]
Recommendation 14
The Corporations Law should require all listed companies to have
an audit committee with some members being non-executive directors.
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6.3 Appointment of Auditors
Auditors are recommended to shareholders by the Board, which may in turn
have had them recommended by management.
Rhetorically one can ask whether there have ever been any instances where
shareholders have rejected the Boards recommendation. Frequently the auditor
is a related entity to other accounting and consulting services that contract
to the company. This is a fundamentally flawed process, raising conflict
of interest and independence problems.
This is an area deserving further attention.
Senator Andrew Murray
Footnotes
[1] Australian Stock Exchange Submission No
2 pp 2-3
[2] Australian Accounting Research Foundation.,
Submission to Joint Committee on Corporations and Securities-Comments
on additional matters, 11 March 1998, p.1
[3] Parliamentary Joint Committee on Corporations
and Securities, Report on the Draft Second Corporate Law Simplification
Bill 1996, November 1996, p.32
[4] ibid,p.32-33
[5] Australian Accounting Research Foundation,
Submission to Joint Committee on Corporations and Securities,11 March
1998.,p.1
[6] Securities Institute of Australia, Submission
to Joint Committee on Corporations and Securities, 11 March 1998, p.1.
[7] Ibid p.2
[8] Corporate Network Limited, Submission to
Joint Committee on Corporations and Securities. 17 March 1998
[9] Ibid p2
[10] Ibid p.6
[11] Corporate Network Limited, Submission
to Joint Committee on Corporations and Securities, 20 March 1998
[12] ibid, p.2
[13] Corporation Governance International,
Submission to Joint Committee on Corporations and Securities, 17 March
1998, p.9
[14] op.cit.n.6, p.2
[15] Investment and Financial Services Association,
Submission to Joint Committee on Corporations and Securities, 10 March
1998, p.3
[16] S.Turnbull, Submission to Joint Committee
on Corporations and Securities, 20 March 1998, p.1
[17] ibid
[18] S.Turnbull, Governance Flaws and
Remedies, 1993, p.67
[19] Investment and Financial Services Association
Submission No.3
[20] Parliamentary Joint Committee on Corporations
and Securities : Report on the Draft Second Corporate Law Simplification
Bill 1996 : November 1996 p.xiii
[21] NRMA Submission No. 1
[22] ASX letter to the Committee 10 March 1998
p2
[23] ibid p3
[24] Shann Turnbull Australian Financial Review
14 November 1996 : `Dictatorship of the boardroom'
[25] op.cit.n.13
[26] ibid
[27] MAI Services Pty Ltd. Letter of 20 March
1998 to the Committee Secretary p.2
[28] Article by Shann Turnbull in JASSA Autumn
1998 : `Mindless rituals of the boardroom.'
[29] op.cit.n.1,p.10
[30] Report on the Draft Second Corporate Law
Simplification Bill 1996 Recommendation No 4 p xv
[31] ibid
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