Navigation: Previous Page | Contents | Next Page
Terms of Reference
On 10 July 1998, the Treasurer, the Hon Peter
Costello, MP, asked the PJSC to examine certain matters arising from the
passage of the Company Law Review Act 1998. The matters referred to the
PJSC were as follows:
- The Government opposes the following amendments:
- Directors of a listed company should be elected by a proportional
voting system;
- Companies should be required by the Corporations Law to report on
compliance with environmental regulation (section 299(1)(f) of the Corporations
Law);
- Listed companies should disclose information which is disclosed
to, or required by, foreign exchanges (section 323DA of the Corporations Law).
- The
following matters have been the subject of complaint and/or concern expressed
to the Government by the business community:
- Companies should be obliged to report any proceedings instituted
against the company for any material breach by the company of the Corporations
Law, or trade practices law, and, if so, a summary of the alleged breach and
the company’s positions in relation to it;
- An application to register a proprietary company should include a
copy of its constitution;
- Listed companies must give at least 28 days notice of a general
meeting (section 249HA of the Corporations Law);
- Listed companies should be required to disclose more information
relating to proxy votes (section 251AA of the Corporations Law).
- The
Government requests that the Committee generally examine the following matters:
- Listed companies should be required by law to establish a
corporate governance board;
- Listed companies should be required by law to establish an audit
committee;
- Whether the directors and executive officers of a company should
be obliged to report to the auditor any suspicion they might have about any
fraud or improper conduct involving the company;
- Whether a director of a listed company should have the power to
call a meeting of members (section 249CA of the Corporations Law);
- Whether listed companies must specify a place, fax number and
electronic address for the purpose of receiving proxy appointments (section
250BA of the Corporations Law);
- Whether listed companies’ annual reports should include:
- discussion of broad
policy for determining the nature and amount of emoluments of board members and
senior executives of the company; and
- discussion of the
relationship between such policy and the company’s performance; and
- details of the nature and
amount of each element of the emolument of each director and each of the five
named officers of the company receiving the highest emolument (section 300A of
the Corporations Law).
The PJSC also considered in Chapter 6 of this
Report the proposed section 117(2)(ka) of the Corporations Law “Applying for
registration” namely, that:
(ka) for a
company limited by shares or an unlimited company, a statement that the written
agreement referred to in subparagraph (k)(i):
- includes a summary of the rights and conditions attaching to the shares
agreed to be taken up;
- sets
out the total number of persons who have consented to be members and the
information referred to in subparagraphs (k)(i) and (k)(ii) ;
- contains a statement that, if a constitution has not been adopted, the
Replaceable Rules will apply and that they create a contract between the members
the terms of which may alter if the Replaceable Rules change after the company
is registered.
On 2 August 1999, the Minister for Financial Services and
Regulation, the Hon Joe Hockey, MP, requested the PJSC to examine the operation
of sections 249D and 249Q of the Corporations Law and the proposed regulation
making power in Schedule 6 of the Corporate Law Economic Reform Program Bill
1998. The PJSC resolved to consider these matters in the context of its
inquiry into matters arising from the Company Law Review Act.
Navigation: Previous Page | Contents | Next Page
Top
|