Footnotes
Chapter 1 - Introduction
[1] Parliamentary
Joint Statutory Committee on Corporations and Securities, Report on the
Draft Second Corporate Law Simplification Bill 1996, November 1996; and Report
on the Company Law Review Bill 1997, March 1998.
Chapter 5 - Reporting of Proceedings
[1] Mr R
Furlonger, Submission 4, p 5.
[2] Australian
Law Reform Commission, Submission 10, pp 3-4.
[3] Corporate
Governance International Pty Ltd, Submission 62, p 3.
[4] Boral
Ltd, Submission 14, p 1.
[5] Boral
Ltd, Submission 14, p 1.
[6] Australian
Competition & Consumer Commission, Submission 19, p 1. The ACCC commented
that the reference to a material breach provided a safeguard against the
reporting of vexatious and frivolous allegations.
[7] Mr JA
Sutton, Submission 57, p 3.
[8] Joint
Submission by the Australian Society of Certified Practising Accountants and
The Institute of Chartered Accountants in Australia, Submission 73, p 6.
[9] Mr Nick
Renton, Submission 58, p 2.
[10] Mr RI
Barrett, Submission 5, p 4.
[11] Ms Jan
Wade MP, Submission 74, p i.
[12] Chartered
Institute of Company Secretaries in Australia Ltd, Victoria Branch, Submission
24, p 2.
[13] Mr RI
Barrett, Submission 5, p 5.
[14] Mr RI
Barrett, Submsision 5, p 5.
[15] Mr RI
Barrett, Submission 5, p 5.
[16] See
Accounting Standard AASB 1034 “Information to be Disclosed in Financial
Reports”.
[17] Associate
Professor Phil Hancock, Committee Hansard, 16 August 1999, p 155. International
Standard IASC No 37.
[18]
Mr RI Barrett, Submission 5, p 5.
[19] Henry
Walker Group Ltd, Submission 12, p 3; Coles Myer Ltd, Submission 87, pp 4-5;
Australian Listed Companies Association Inc, Submission 66, p 2.
[20] Arnold
Bloch Leibler, Submission 23, p 6.
[21] Henry
Walker Group Ltd, Submission 12, p 3; Chartered Institute of Company
Secretaries in Australia Ltd, Victoria Branch, Submission 24, p 2; Ernst &
Young, Submission 38, p 2.
[22] Caltex
Australia Ltd, Submission 30, pp 2-3.
[23] Freehill
Hollingdale and Page, Submission 40, p 3.
[24] Mr Tim
Hammon, Committee Hansard, 17 August 1999, p 271.
[25] Correspondence
to the PJSC, 1 September 1999, pp 4-5.
[26] Accounting
Association of Australia and New Zealand, Submission 16, p 1. See also
Suncorp-Metway Ltd, Submission 17, p 2; Chartered Institute of Company
Secretaries in Australia Ltd, Victoria Branch, Submission 24, p 2;
Mr Peter Jooste QC, Submission 48, p 1; Association of Mining and
Exploration Companies Inc, Submission 45, p 2; KPMG, Submission 71, p 3;
Securities Institute, Submission 75, p 1; Australian Institute of Company
Directors, Submission 47, p 3; Belmont Holdings Ltd, Submission 20, p 2.
[27] Association
of Mining and Exploration Companies Inc, Submission 45, p 2.
[28] Investment
& Financial Services Association Ltd, Submission 34, p 4.
[29] Permanent
Trustee Company Ltd, Submission 46, p 2.
[30] Caltex
Australia Ltd, Submission 30, p 3.
[31] Mr John
Wilkin, Submission 21, p 3.
[32] Mr John
Wilkin, Committeee Hansard, 16 June 1999, p 42.
[33] Arnold
Bloch Leibler, Submission 23, p 6.
[34] Mr John
Fast, Committee Hansard, 16 June 1999, p 60.
[35] Mr Paul
Evans, Committee Hansard, 16 August 1999, p 140.
[36] Mr John
Wilkin, Committee Hansard, 16 June 1999, p 45.
[37] Mr Paul
Evans, Committee Hansard, 16 August 1999, p 140.
[38] Ernst
& Young, Submission 38, p 2.
[39] KPMG,
Submission 71, p 3.
[40] Arnold
Bloch Leibler, Submission 23, p 6.
[41] Coles
Myer Ltd, Submission 87, p 4.
Chapter 6 - Proprietary Company Registration
[1] Section
136.
[2] Section
138.
[3] Section
139.
[4] Mr John
Wilkin, Submission 21, pp 4-5.
[5] Mr John
Wilkin, Submission 21, p 5.
[6] Mr John
Wilkin, Submission 21, p 5.
[7] Mr John
Wilkin, Submission 21, p 5.
[8] Mr John
Wilkin, Submission 21, p 6. See also Mr John Wilkin, Committee Hansard, 16 June
1999, p 42.
[9] Mr John
Wilkin, Submission 21, pp 6-7.
[10] Joint
Submission by the Australian Society of Certified Practising Accountants and
the Institute of Chartered Accountants in Australia, Submission 73, p 3.
[11] Joint
Submission by the Australian Society of Certified Practising Accountants and
the Institute of Chartered Accountants in Australia, Submission 73, p 3.
Several other organisations expressed similar views to that of the Accounting
Bodies. See Chartered Institute of Company Secretaries in Australia Ltd,
Victoria Branch, Submission 25, p 2; Association of Mining and Exploration
Companies Inc, Submission 45, p 2; the Australian Listed Companies Association
Inc, Submission 66, p 2; and M.A.I. Services Pty Ltd, Submission 80, p 5.
[12] Australian
Law Reform Commission, Submission 10, p 4.
[13] Australian
Law Reform Commission, Submission 10, p 4.
[14] Arnold
Bloch Leibler, Submission 23, pp 6-7.
[15] Corporate
Network Ltd, Submission 39, p 1.
[16] Corporate
Network Ltd, Submission 39, p 2.
[17] Corporate
Network Ltd, Submission 39, p 2. The Corporate Network Ltd also noted that it
is not uncommon for companies to lose their constitution and there are some
situations where constitutions are required urgently.
[18] West
Australia Joint Legislative Review Committee of the Australian Society of CPA,
the Institute of Chartered Accountants and the Chartered Institute of Company
Secretaries, Submission 18, p 3.
[19] Mr Laurie
Factor, Committee Hansard, 16 August 1999, p 122.
[20] Mr Peter
Jooste QC, Submission 48, p 2.
[21] Australian
Institute of Company Directors, Submission 47, p 4.
[22] Mr JA
Sutton, Submission 57, p 2.
[23] Ernst
& Young, Submission 38, p 2 and Ms Jan Wade MP, Victorian Minister for Fair
Trading, Submission 74, p ii.
[24] Ms Jan
Wade MP, Victorian Minister for Fair Trading, Submission 74, p ii.
[25] The
proposed amendment to section 117 of the Law was referred to the Committee by
the Senate during debate on the Company Law Review Bill 1997. See Hansard, Senate,
24 June 1998, P3484.
[26] Mr Laurie
Factor, Committee Hansard, 16 August 1999, p 122.
[27] Corporate
Network Ltd, Submission 39, p 3.
[28] Corporate
Network Ltd, Submission 39, p 3.
[29] Corporate
Network Ltd, Submission 39, p 4.
Chapter 7 - Notice of Meetings
[1] Section
249HA(3).
[2] Investment
& Financial Services Association Ltd, Submission 34, p 5.
[3] Investment
& Financial Services Association Ltd, Submission 34, p 6.
[4] Investment
& Financial Services Association Ltd, Submission 34, p 6.
[5] Corporate
Governance International Pty Ltd, Submission 62, p 9.
[6] Corporate
Governance International Pty Ltd, Submission 62, p 9.
[7] Joint
Submission by the Australian Society of Certified Practising Accountants and
the Institute of Chartered Accountants in Australia, Submission 73, p 3.
[8] Joint
Submission by the Australian Society of Certified Practising Accountans and the
Institute of Chartered Accountants in Australia, Submission 73, p 3.
[9] Chartered
Institute of Company Secretaries in Australia Ltd, Submission 1, p 2.
[10] GIO,
Submission 29, p 1. See also Mr JA Sutton, Submission 57, p 1. Mr Sutton noted
that the extended notice period is “impracticable” in stressful times, for
example, where it may be necessary to arrange a series of meetings and that
there would be difficulty in arranging appropriate venues.
[11] Henry
Walker Group Ltd, Submission 12, p 1.
[12] Chartered
Institute of Company Secretaries in Australia Ltd, Submission 1, p 2. See also
National Can Industries Ltd, Submission 49, p 1.
[13] Chartered
Institute of Company Secretaries in Australia Ltd, Submission 1, p 2.
[14] Australian
Institute of Company Directors, Submission 47, p 4.
[15] Siddons
Ramset Ltd, Submission 65, p 1.
[16] Freehill
Hollingdale and Page, Submission 40, p 3.
[17] Chartered
Institute of Company Secretaries in Australia Ltd, Submission 1, p 2.
[18] Chartered
Institute of Company Secretaries in Australia Ltd, Submission 1, p 2.
[19] Ernst
& Young, Submission 38, p 2.
[20] Coles
Myer Ltd, Submission 87, p 2.
[21] Correspondence
to the PJSC, 1 September 1999, p 3.
[22] Chartered
Institute of Company Secretaries in Australia Ltd, Submission 1, p 2.
[23] See Mr
Peter Jooste QC, Submission 48, p 2 and Australian Listed Companies Association
Inc, Submission 66, p 2.
[24] The Law
Society of Western Australia, Submission 52, p 2.
[25] GIO,
Submission 29, p 1.
[26] Arnold
Bloch Leibler, Submission 23, p 7.
[27] Arnold
Bloch Leibler, Submission 23, p 7.
[28] Arnold
Bloch Leibler, Submission 23, p 7.
[29] Mr John
Fast, Committee Hansard, 16 June 1999, p 57.
[30] Mr David
Cantrick-Brooks, Committee Hansard, 16 June 1999, p 79.
[31] Mr David
Cantrick-Brooks, Committee Hansard, 16 June 1999, p 80.
[32] The Law Society
of Western Australia, Submission 52, p 2.
[33] Chartered
Institute of Company Secretaries in Australia Ltd, Submission 1, p 2.
[34] Porter
Western Ltd, Submission 2, p 1; Mr Peter Jooste QC, Submission 48, p 2.
[35] Lynas
Gold NL, Submission 72, p 2. See also Roebuck Resources NL, Submission 69, p 2;
Amity Oil NL, Submission 70, p 1; Blakiston & Crabb, Submission 64, p 2;
and Mr Rick Crabb, Committee Hansard, 16 August 1999, p 179.
[36] Lynas
Gold NL, Submission 72, p 2.
[37] See for
example Australian Institute of Company Directors, Submission 47, p 4; Mr Peter
Jooste QC, Submission 48, p 2.
[38] Chartered
Institute of Company Secretaries in Australia Ltd, Submission 1, p 3. See also
Australian Law Reform Commission, Submission 10, p 4.
[39] Australian
Institute of Company Directors, Submission 47, p 4.
[40] Association
of Mining and Exploration Companies Inc, Submission 45, p 2. See also
Australian Chamber of Commerce and Industry, Submission 59, p 1.
[41] Allen
Allen & Hemsley, Submission 9, pp 3-4; See also Caltex Australia Ltd,
Submission 30, p 3; Mr Peter Jooste QC, Submission 48, p 2.
[42] GIO,
Submission 29, p 2.
[43] Freehill
Hollingdale and Page, Submission 40, p 3.
[44] West
Australia Joint Legislative Review Committee of the Australian Society of CPA,
the Institute of Chartered Accountants and the Chartered Institute of Company
Secretaries, Submission 18, p 4.
[45] Mr John
Wilkin, Submission 21, p 7. See also Australian Institute of Company Directors,
Submission 47, p 4.
[46] See for
example Bristile Ltd, Submission 26, p 1.
[47] Association
of Mining and Exploration Companies Inc, Submission 45, p 2.
[48] Preuss
Feinauer and Associates, Submission 27, pp 1-2.
[49] Australian
Stock Exchange, Submission 44, p 7.
[50] Australian
Stock Exchange, Submission 44, p 7.
[51] Australian
Stock Exchange, Submission 44, pp 6-7.
[52] GIO,
Submission 29, p 2.
[53] The Law
Society of Western Australia, Submission 52, p 2.
[54] Chartered
Institute of Company Secretaries in Australia Ltd, Submission 1, p 2.
[55] Suncorp-Metway
Ltd, Submission 17, p 2.
[56] Australian
Institute of Company Directors, Submission 47, p 4.
[57] Securities
Institute, Submission 75, p 1.
[58] Australian
Chamber of Commerce and Industry, Submission 59, pp 1-2.
[59] Parliamentary
Joint Statutory Committee on Corporations and Securities, Report on the
Company Law Review Bill 1997, March 1998, pp 12-14, p 18.
Chapter 8 - Disclosure of Proxy Voting
[1] Investment
& Financial Services Association Ltd, Submission 34, p 6.
[2] Investment
& Financial Services Association Ltd, Submission 34, pp 6-7.
[3] Investment
& Financial Services Association Ltd, Submission 34, pp 7.
[4] Investment
& Financial Services Association Ltd, Submission 34, pp 7-8.
[5] Australian
Law Reform Commission, Submission 10, p 4.
[6] Australian
Law Reform Commission, Submission 10, p 4.
[7] Corporate
Governance International Pty Ltd, Submission 62, pp 10-11. See also Mr Sandy
Easterbrook, Committee Hansard, 17 August 1999, pp 231-32.
[8] Corporate
Governance International Pty Ltd, Submission 62, pp 11.
[9] Corporate
Governance International Pty Ltd, Submission 62, p 11.
[10] Mr Sandy
Easterbrook, Committee Hansard, 17 August 1999, p 232.
[11] Corporate
Governance International Pty Ltd, Submission 62, p 11.
[12] Mr Sandy
Easterbrook, Committee Hansard, 17 August 1999, p 237. See UK Secretary of
State’s Speech, 19 July 1999, “Directors’ Remuneration”, tabled at the PJSC
hearing on 17 August 1999.
[13] Mr Sandy
Easterbrook, Committee Hansard, 17 August 1999, p 237.
[14] Mr Sandy
Easterbrook, Committee Hansard, 17 August 1999, p 237.
[15] See
Investment & Financial Services Association Ltd, Submission 34, p 8.
[16] Joint
Submission by the Australian Society of CPA and the Institute of Chartered
Accountants in Australia, Submission 73, p 4. See also Mr Nick Renton,
Submission 58, p 2.
[17] Mr R
Furlonger, Submission 4, p 6.
[18] Association
of Mining and Exploration Companies Inc, Submission 45, pp 2-3.
[19] Australian
Listed Companies Association Inc, Submission 66, p 3.
[20] Mr RI
Barrett, Submission 5, p 5. See also Chartered Institute of Company Secretaries
in Australia Ltd, Submission 1, p 4.
[21] Mr RI
Barrett, Submission 5, p 5.
[22] Mr RI
Barrett, Submission 5, p 6.
[23] Chartered
Institute of Company Secretaries in Australia Ltd, Submission 1, p 4.
[24] Mr RI
Barrett, Submission 5, p 7.
[25] Mr RI
Barrett, Submission 5, p 8.
[26] West
Australia Joint Legislative Review Committee of the Australian Society of CPA,
the Institute of Chartered Accountants and the Chartered Institute of Company
Secretaries, Submission 18, p 4.
[27] Rio Tinto
Ltd, Submission 89, p 5.
[28] Rio Tinto
Ltd, Submission 89, p 6 and correspondence to the PJSC, 24 August 1999, Voting
at Shareholder Meetings. See also report on additional proxy statistics, as
required under section 251AA, filed with the ASX attached to the report, Voting
at Shareholder Meetings.
[29] Correspondence
to the PJSC, 24 August 1999, Voting at Shareholder Meetings, p 1.
[30] Correspondence
to the PJSC, 24 August 1999, Voting at Shareholder Meetings, p 1. The
table covers the Rio Tinto Ltd vote only and not the joint venture. The report
noted that voting levels were similar for all items of business at the
particular meeting.
[31] Correspondence
to the PJSC, 24 August 1999, Voting at Shareholder Meetings, p 3.
[32] Henry
Walker Group Ltd, Submission 12, p 3.
[33] National
Can Industries Ltd, Submission 49, p 1. See also Suncorp-Metway Ltd, Submission
17, p 2.
[34] Arnold
Bloch Leibler, Submission 23, p 8.
[35] Arnold
Bloch Leibler, Submission 23, p 8.
[36] Australian
Institute of Company Directors, Submission 47, p 4.
[37] Mr JA
Sutton, Submission 57, p 1.
[38] Freehill
Hollingdale and Page, Submission 40, p 4.
[39] Chartered
Institute of Company Secretaries in Australia Ltd, Submission 1, p 4.
[40] Arnold
Bloch Leibler, Submission 23, pp 7-8.
[41] See also
Computershare Registry Services, Submission 68, p 3.
[42] West
Australia Joint Legislative Review Committee of the Australian Society of CPAs,
The Institute of Chartered Accountants and the Chartered Institute of Company
Secretaries, Submission 18, p 4.
[43] See
Australian Institute of Company Directors, Submission 47, p 4 and Arnold Bloch
Leibler, Submission 23, p 8.
[44] Arnold
Bloch Leibler, Submission 23, p 8.
[45] The AWB
Ltd constitution provides that Class A shareholders can receive more shares
and elect more directors according to their production.
[46] Grains
Council of Australia Inc, Submission 51, p 8.
[47] Senate
Rural and Regional Affairs and Transport Legislation Committee, Report on
the Consideration of a Bill Referred to the Committee: Wheat marketing
Legislation Amendment Bill 1998, June 1998, p 18.
[48] Mr Neil
Fisher, Committee Hansard, 17 February 1999, p 2.
[49] Computershare
Registry Services, Submission 68, p 3.
[50] Section
251AA(1)(a).
[51] Section
251AA(1)(b).
[52] Computershare
Registry Services, Submission 68, p 3; Rio Tinto Ltd, Submission 89, pp 5-7. See
also Mr David Cantrick-Brooks, Committee Hansard, 16 June 1999, p 77.
[53] Mr Ian L
Falconer, Committee Hansard, 17 August 1999, p 191.
[54] Computershare
Registry Services, Submission 68, p 3.
[55] Rio Tinto
Ltd, Submission 89, p 7 and Mr Ian L Falconer, Committee Hansard, 17 August
1999, p 192.
[56] Regulations
to the UK Pensions Act, introduced on 1 July 1999, require pension fund
trustees to declare the policy they have in directing the exercise of the
voting rights attached to their investment.
[57] Companies
and Securities Advisory Committee, Shareholder participation in the modern
listed public company, Discussion Paper, September 1999, paragraph 4.47.
[58] Horsley’s
Meetings: Procedure, Law and Practice, Ed W J Taggart, Butterworths 3rd
Edition, 1989, p 100.
Chapter 9 - Corporate Governance Board
[1] Hansard,
Senate, 24 June 1998, P3486.
[2] The
proposed amendments are set out in full in Appendix 3 of this Report
[3] Australian
Investors Association Ltd, Submission 25, see attached ASA/AIA Policy, p 6.
[4] Australian
Investors Association Ltd, Submission 25, see attached ASA/AIA Policy, p 6.
[5] Australian
Investors Association Ltd, Submission 25, see attached ASA/AIA Policy, p 6.
[6] Australian
Investors Association Ltd, Submission 25, see attached ASA/AIA Policy, p 6.
[7] Mr Ted
Rofe, Committee Hansard, 18 August 1999, p 308.
[8] M.A.I.
Services Pty Ltd, Submission 80, pp 2-3.
[9] M.A.I.
Services Pty Ltd, Submission 80, p 3.
[10] Mr Shann
Turnbull, Committee Hansard, 18 August 1999, p 358.
[11] Arnold
Bloch Leibler, Submission 23, pp 8-9.
[12] Mr JA
Sutton, Submission 57, p 1.
[13] Australian
Law Reform Commission, Submission 10, pp 4-5. See also Mr John Wilkin, Submission
21, p 7 and Mr Peter Jooste QC, Committee Hansard, 16 August 1999, p 162.
[14] Henry
Walker Group Ltd, Submission 12, p 3.
[15] Australian
Institute of Company Directors, Submission 47, p 5.
[16] Arnold
Bloch Leibler, Submission 23, pp 8-9. See also Law Institute of Victoria,
Submission 55, p 3 and Australian Listed Companies Association Inc, Submission
66, p3.
[17] Mr John
Wilkin, Submission 21, p 7.
[18] West
Australia Joint Legislative Review Committee of the Australian Society of CPAs,
The Institute of Chartered Accountants and the Chartered Institute of Company
Secretaries, Submission 18, p 4.
[19] Association
of Mining and Exploration Companies Inc, Submission 45, p 3.
[20] Roebuck
Resources NL, Submission 69, p 2. See also Amity Oil NL, Submission 70, p 2; Lynas
Gold NL, Submission 72, p 2; KPMG, Submission 71, pp 3-4, Blakiston &
Crabb, Submission 64, p 2; Preuss Feinauer and Associates, Submission 27, p 2
and Mr Laurie Factor, Committee Hansard, 16 August 1999, p 128.
[21] Mr Rick
Crabb, Committee Hansard, 16 August 1999, p 180.
[22] Australian
Stock Exchange, Submission 44, p 9.
[23] Mr Peter
Jooste QC, Submission 48, p 2. See also Lynas Gold NL, Submission 72, p 2,
Amity Oil NL, Submission 70, p 2 and Roebuck Resources NL, Submission 69, p 2.
[24] Law
Institute of Victoria, Submission 55, p 3.
[25] Correspondence
to PJSC, 1 September 1999, pp 3-4.
[26] National
Can Industries Ltd, Submission 49, p 1.
[27] Chartered
Institute of Company Secretaries, Victoria Branch, Submission 24, p 3. See also
Mr Peter Jooste QC, Submission 48, p 2; Belmont Holdings Ltd, Submission 20, p
2; Joint Submission by the Australian Society of CPA and the Institute of
Chartered Accountants in Australia, Submission 73, p 4 and the Securities
Institute, Submission 75, p 1.
[28] GIO,
Submission 29, p 3.
[29] GIO,
Submission 29, p 3. See also Mr Tim Hammon, Committee Hansard, 17 August 1999,
p 270 who advised that a two tier model would give rise to legal difficulties
such as determining which board took precedence and confuse shareholders.
[30] Mr Colin
Parker, Committee Hansard, 16 June 1999, pp 36-37.
[31] Law
Institute of Victoria, Submission 55, p 3.
[32] Australian
Stock Exchange, Submission 44, p 9.
[33] Australian
Institute of Company Directors, Submission 47, p 4.
[34] Mr Trevor
Robertson, Submission 28, p 11 quoting from the OECD Economic Surveys 1998
Australia (1998, p 115).
[35] Corporate
Governance: A Guide for Investment Managers and Corporations, July 1999,
9.2.1, Guideline 1 – Annual Disclosure.
[36] Corporate
Governance: A Guide for Investment Managers and Corporations, July 1999,
12.6.1 - The Audit Committee, 12.6.2 - The Remuneration Committee and 12.6.3 -
The Nomination Committee.
[37] Investment
& Financial Services Association Ltd, Submission 34, pp 8-9.
[38] Australian
Institute of Company Directors, Submission 47, p 5.
[39] Parliamentary
Joint Statutory Committee on Corporations and Securities, Report on the
Company Law Review Bill 1997, March 1998, pp 7-17.
[40] West
Australia Joint Legislative Review Committee of the Australian Society of CPAs,
the Institute of Chartered Accountants and the Chartered Institute of Company
Secretaries, Submission 18, p 4.
[41] Mr Laurie
Factor, Committee Hansard, 16 August 1999, p 128.
[42] Mr Shann
Turnbull, Committee Hansard, 18 August 1999, p 358.
[43] Final
Report of the Hampel Committee on Corporate Governance, 28 January 1998, para
3.12.
Chapter 10 - Audit Committee
[1] Hansard,
Senate, 24 June 1998, P3585.
[2] Mr John
Wilkin, Submission 21, p 8.
[3] Mr Stan
Rogers, Submission 8, pp 1-2.
[4] Arthur
Anderson, Submission 22, pp 1-2.
[5] Mr
Gerard Meade, Committee Hansard, 16 June 1999, p 27. See also Joint Submission
by the Australian Society of CPA and the Institute of Chartered Accountants in
Australia, Submission 73, p 4.
[6] Australian
Law Reform Commission, Submission 10, p 5. See also Preuss Feinauer and
Associates, Submission 27, p 2.
[7] Australian
Stock Exchange, Submission 44, p 9. See also KPMG, Submission 71, pp 3-4.
[8] Australian
Stock Exchange, Submission 44, p 10.
[9] Association
of Mining and Exploration Companies, Submission 45, p 3.
[10] Accounting
Association of Australia and New Zealand, Submission 16, p 2. See also
Australian Institute of Company Directors, Submission 47, p 5; Investment &
Financial Services Association Ltd, Submission 34, pp 8-9; Mr Tim Hammon,
Committee Hansard, 17 August 1999, pp 270-71 and Mr Ted Rofe, Committee
Hansard, 18 August 1999, p 308.
[11] Australian
Listed Companies Association Inc, Submission 66, p 3. See also Mr Rick Crabb,
Committee Hansard, 16 August 1999, p 180.
[12] Group of
100 Inc, Submission 15, p 1. See also the Chartered Institute of Company
Secretaries in Australia, Victoria Branch, Submission 24, p 3.
[13] Mr
Grahame Young, Committee Hansard, 16 August 1999, p 166.
[14] Mr
Grahame Young, Committee Hansard, 16 August 1999, p 172.
[15] ASX
Guidance Note: Disclosure of corporate governance practices: listing rule 4.10,
para 30.
[16] ASX
Guidance Note: Disclosure of corporate governance practices: listing rule 4.10,
para 31.
[17] See Mr
Laurie Factor, Committee Hansard, 16 August 1999, p 129.
[18] Mr Laurie
Factor, “Corporate Governance Practices of Listed Companies in WA”, Australian
Journal of Corporate Law, Vol 6 No 3, October 1996, pp 380-409.
[19] Mr Laurie
Factor, “Corporate Governance Practices of Listed Companies in WA”, Australian
Journal of Corporate Law, Vol 6 No 3, October 1996, pp 391.
[20] Mr Laurie
Factor, “Corporate Governance Practices of Listed Companies in WA”, Australian
Journal of Corporate Law, Vol 6 No 3, October 1996, pp 392.
[21] Mr Laurie
Factor, “Corporate Governance Practices of Listed Companies in WA”, Australian
Journal of Corporate Law, Vol 6 No 3, October 1996, p 406.
[22] Ms Tracie
Arkley-Smith, “Audit committee disclosure: time to regulate?”, Australian
CPA, August 1999, pp 36-39.
[23] Ms Tracie
Arkley-Smith, “Audit committee disclosure: time to regulate?”, Australian
CPA, August 1999, p 38.
[24] Ms Tracie
Arkley-Smith, “Audit committee disclosure: time to regulate?”, Australian
CPA, August 1999, p 38.
Chapter 11 - Obligation to Report Suspicions of Fraud
[1] A
Research Study on Financial Reporting and Auditing – Bridging the Expectation
Gap, Commissioned by the ASCPA and ICAA, 1994.
[2] Report
of the Financial Reporting and Audit Expectations Gap Task Force to the Joint
Standing Committee of the ASCPA and ICAA “Beyond the Gap”, June 1996.
[3] Mr Colin
Parker, Committee Hansard, 16 June 1999, p 39.
[4] Joint
Submission by the Australian Society of CPA and the Institute of Chartered
Accountants in Australia, Submission 73, p 5.
[5] Mr Colin
Parker, Committee Hansard, 16 June 1999, p 39.
[6] Joint
Submission by the Australian Society of CPA and the Institute of Chartered
Accountants in Australia, Submission 73, p 5.
[7] Mr Colin
Parker, Committee Hansard, 16 June 1999, p 39.
[8] Mr Stan
Rogers, Submission 8, p 2
[9] Accounting
Association of Australia and New Zealand, Submission 16, p 2.
[10] Accounting
Association of Australia and New Zealand, Submission 16, p 2. See also Mr Tim
Hammon, Committee Hansard, 17 August 1999. pp 271-72.
[11] Chartered
Institute of Company Secretaries, Victoria, Submission 24, p 3. See also
Securities Institute, Submission 75, p 1 and Arthur Andersen, Submission 22, p
2.
[12] Mr RI
Barrett, Submission 5, p 8.
[13] Mr RI
Barrett, Submission 5, p 8.
[14] Mr John
Wilkin, Submission 21, p 9. Mr Wilkin also submitted that it was theoretically
desirable to provide directors and executive officers with a defence for not
being later found liable for failing to report fraud and improper conduct,
if they do report suspicions to someone. The ‘someone’, however, should be a
government authority like the ASIC.
[15] Australian
Investors Association, Submission 25, p 17.
[16] Mr RI
Barrett, Submission 5, p 8.
[17] Mr R I
Barrett, Submission 5, p 8.
[18] Mr RI
Barrett, Submission 5, p 8.
[19] Arnold
Bloch Leibler, Submission 23, p 9.
[20] Australian
Institute of Company Directors, Submission 47, p 5.
[21] Australian
Institute of Company Directors, Submission 47, p 5.
[22] Mr RI
Barrett, Submission 5, pp 8-9.
[23] Australian
Law Reform Commission, Submission 10, p 5.
[24] Australian
Law Reform Commission, Submission 10, p 5.
[25] Association
of Mining and Exploration Companies Inc, Submission 45, p 3.
[26] Arnold
Bloch Leibler, Submission 23, p 9.
[27] Mr Tim Hammon,
Committee Hansard, 17 August 1999, p 272.
[28] Bristile
Ltd Submission 26, p 1.
[29] Australian
Institute of Company Directors, Submission 47, p 5.
[30] Ms Jan
Wade MP, Victorian Minister for Fair Trading, Submission 74, p i.
[31] Mr JA
Sutton, Submission 57, p 4.
[32] Henry
Walker Group Ltd, Submission 12, p 3. See also Australian Institute of Company
Directors, Submission 47, p: 5 and the Australian Listed Companies Association
Inc, Submission 66, p 3 and KPMG, Submission 71, p 4.
[33] Coles
Myer Ltd, Submission 87, p 5.
[34] Mr Tim
Hammon, Committee Hansard, 17 August 1999, p 272.
[35] See
section 334(2) of the Corporations Law. Accounting standards like regulations
are legislative instruments subject to parliamentary scrutiny and can be
disallowed by either House.
[36] Recent
changes to the Corporations Law and several ASIC class orders do not require
companies to appoint auditors. See section 341(1) of the Corporations Law and
ASIC Class Order 98/1417, “Audit Relief for Proprietary Companies”.
Chapter 12 - Director’s Power to Call a Meeting
[1] Mr RI
Barrett, Submission 5, p 9. Regulation 40(1) of Table A incorporated this norm
from 1 July 1962 until its repeal. Before that, the rule derived from the
English Table A of 1862 was that the convening of general meetings was a matter
for the directors as a board. See also Mr Laurie Factor, Committee Hansard, 16
August 1999, p 129.
[2] Mr RI Barrett,
Submission 5, p 9. See also Mr Sandy Easterbrook, Committee Hansard, 17 August
1999, p 235.
[3] Investment
& Financial Services Association Ltd, Submission 34, p 9. See also Mr Sandy
Easterbrook, Committee Hansard, 17 August 1999, p 235; Mr Ted Rofe, Committee
Hansard, 18 August 1999, p 308 and the West Australia Joint Legislative Review
Committee of the Australian Society of CPA, the Institute of Chartered
Accountants and the Chartered Institute of Company Secretaries, Submission 18,
p 5, which suggested that section 249CA should operate as a “whistleblower”
section.
[4] Investment
& Financial Services Association Ltd, Submission 34, p 9.
[5] Mr John
Wilkin, Submission 21, p 9.
[6] Australian
Law Reform Commission, Submission 10, pp 5-6.
[7] Australian
Law Reform Commission, Submission 10, p 6.
[8] Henry
Walker Group Ltd, Submission 12, p 3.
[9] Chartered
Institute of Company Secretaries in Australia Ltd, Submission 1, p 1.
[10] Ernst
& Young, Submission 38, p 3.
[11] Australian
Institute of Company Directors, Submission 47, p 6.
[12] See
Chartered Institute of Company Secretaries in Australia Ltd, Victoria Branch,
Submission 24, p 3; Belmont Holdings Ltd, Submission 20, p 3; KPMG, Submission
71, pp 4-5.
[13] Boral
Ltd, Submission 14, p 2.
[14] Belmont
Holdings Ltd, Submission 20, p 2. See also Mr Boris Ganke, Committee Hansard,
17 August 1999, p 247. It was estimated that the cost of convening a meeting
for very large companies was in the order of $2 million. For smaller companies
with 15,000 members the cost would be $30,000, or $2 per shareholder.
[15] Mr JA
Sutton, Submission 57, p 2.
[16] Australian
Institute of Company Directors, Submission 47, p 6.
[17] Association
of Mining and Exploration Companies Inc, Submission 45, p 3. See also
Australian Listed Companies Association Inc, Submission 66, p 3.
[18] Mr R
Furlonger, Submission 4, p 6. See also Mr Boris Ganke, Committee Hansard, 17
August 1999, p 247.
[19] Australian
Institute of Company Directors, Submission 47, p6.
[20] Accounting
Association of Australia and New Zealand, Submission 16, p 2.
[21] Arnold
Bloch Leibler, Submission 23, pp 9-10.
[22] Bristile
Ltd, Submission 26, p 2.
[23] KPMG,
Submission 71, p 4.
[24] Joint
Submision by the Australian Society of CPAs and The Institute of Chartered
Accountants in Australia, Submission 73, p 6.
[25] Australian
Stock Exchange, Submission 44, p 11. See also Law Institute of Victoria,
Submission 55, p 3.
[26] Law
Institute of Victoria, Submission 55, p 3.
[27] Ernst
& Young, Submission 38, p 3.
[28] Coles
Myer Ltd, Submission 89, p 5.
[29] Mr Boris
Ganke, Committee Hansard, 17 August 1999, pp 247-48.
[30] See Wishart
v Foster (1961) 4 FLR 72 and Winter v McAdam (1957) 1 FLR 210. The
Law does not prescribe the method of convening a meeting that is called by a
director.
Chapter 13 - Receipt of Proxy Appointments
[1] GIO,
Submission 29, p 3.
[2] West
Australia Joint Legislative Review Committee of the Australian Society of CPA,
the Institute of Chartered Accountants and the Chartered Institute of Company
Secretaries, Submission 18, p 5. See also Investment & Financial Services
Association Ltd, Submission 34, p 9 and Australian Institute of Company
Directors, Submission 47, p 6.
[3] Corporate
Governance International Pty Ltd, Submission 62, p 12.
[4] See
Henry Walker Group Ltd, Submission 12, p 3 and Australian Institute of Company
Directors, Submission 47, p 6.
[5] Chartered
Institute of Company Secretaries in Australia Ltd, Submission 1, p 3.
[6] Australian
Law Reform Commission, Submission 10, p 6. See also Mr Ted Rofe, Committee
Hansard, 18 August 1999, p 303
[7] Mr John
Wilkin, Submission 21, p 9.
[8] Arnold
Bloch Leibler, Submission 23, p 10.
[9] Mr Nick
Renton, Submission 58, p 2.
[10] See Mr R
Furlonger, Submission 4, p 6; Mr J Tilburn, Submission 11, p 1; Mr JA Sutton,
Submission 57, p 4 and Corporate Governance International Pty Ltd, Submission
62, p 12.
[11] Australian
Law Reform Commission, Submission 10, p 6.
[12] Mr Nick
Renton, Submission 58, p 2.
[13] Mr Nick
Renton, Submission 58, p 3.
[14] Investment
& Financial Services Association Ltd, Submission 34, pp 9-10.
[15] Mr David
Cantrick-Brooks, Committee Hansard, 16 June 1999, pp 74-77.
[16] Henry
Walker Group Ltd, Submission 12, p 3.
[17] Mr John
Wilkin, Submission 21, p 9. See also Australian Listed Companies Association
Inc, Submission 66, p 3.
[18] Law
Institute of Victoria, Submission 55, p 3.
[19] Joint
Submission by the Australian Society of CPA and the Institute of Chartered
Accountants in Australia, Submission 73, p 6.
[20] Correspondence
to the Chairman of the PJSC, 3 September 1999. The definition of “sign” was
repealed by the Company Law Review Act 1998, Schedule 2, Part 1.
[21] Correspondence
to the Chairman of the PJSC, 3 September 1999.
[22] Australian
Stock Exchange, Submission 44, p 11; KPMG, Submission 71, p 5 and Arnold Bloch
Leibler, Submission 23, p 10.
[23] Association
of Mining and Exploration Companies Inc, Submission 45, p 3.
[24] Australian
Law Reform Commission, Submission 10, p 6.
[25] Chartered
Institute of Company Secretaries in Australia Ltd, Victoria Branch, Submission
24, p 3.
[26] Australian
Shareholders’ Association Ltd, Submission tabled at hearing on 18 August 1999,
p 2 and Mr Ted Rofe, Committee Hansard, 18 August 1999, pp 302-3.
[27] Parliamentary
Joint Statutory Committee on Corporations and Securities, Report on the
Company Law Review Bill 1997, March 1998, p 17.
Chapter 14 - Directors’ Remuneration
[1] Sections
300A(2) and 300A(3) of the Company Law Review Act 1998.
[2] See for
example, Association of Mining and Exploration Companies Inc, Submission 45, p
4; GIO Australia Holdings Ltd, Submission 29, p 3; Chartered Institute of
Company Secretaries, Victoria Branch, Submission 24, p 4 and Arnold Bloch
Leibler, Submission 23, pp 10-11.
[3] Australian
Investors Association Ltd, Submission 25. See attached AIA policy statement, p
19.
[4] Investment
& Financial Services Association Ltd, Submission 34, p 10.
[5] Investment
& Financial Services Association Ltd, Submission 34, pp 10-11. This Code
was replaced in June 1998 by The Combined Code based on the recommendations of
the UK Hampel Committee on Corporate Governance. The disclosure of directors’
remuneration is mandated under Article B.3 “Disclosure” which states “The
company’s annual report should contain a statement of remuneration policy and
details of the remuneration of each director”. Article B.3.1 of The Combined
Code also provides that “The Board should report to the shareholders each year
on remuneration. The report should form part of, or be annexed to, the
company’s annual report and accounts.”
[6] Investment
& Financial Services Association Ltd, Submission 34, p 10. See also Corporate
Governance: A Guide for Investment Managers and Corporations, July 1999,
12.11.
[7] Ms
Jennifer Hill, Remuneration Disclosure for Directors & Executives in
Australia, Investment & Financial Services Association Ltd, February
1996.
[8] Ms
Jennifer Hill, Remuneration Disclosure for Directors & Executives in
Australia, Investment & Financial Services Association Ltd, February
1996, p 27.
[9] Group of
100 Inc, Submission 15, p 1.
[10] Accounting
Association of Australia and New Zealand, Submission 16, pp 2-3.
[11] Accounting
Association of Australia and New Zealand, Submission 16, pp 2-3.
[12] Investment
& Financial Services Association Ltd, Submission 34, p 11.
[13] RewardSolve,
Submission 32, p 2.
[14] RewardSolve,
Submission 32, p 2.
[15] Australian
Law Reform Commission, Submission 10, p 6.
[16] West
Australia Joint Legislative Review Committee of the Australian Society of CPA,
the Institute of Chartered Accountants and the Chartered Institute of Company
Secretaries, Submission 18, p 5.
[17] Arthur
Anderson, Submission 22, p 2.
[18] Freehill
Hollingdale and Page, Submission 42, pp 1-3.
[19] See for
example Securities Institute, Submission 75, p 1.
[20] Ernst
& Young, Submission 31, p 1.
[21] Joint
Submission by the Australian Society of Certified Practising Accountants and
the Institute of Chartered Accountants in Australia, Submission 73, p 6.
[22] Mr Colin
Parker, Committee Hansard, 16 June 1999, pp 28-29.
[23] See ASIC
Media Release 99/220, Surveillance of Company Financial Reports, 1 July
1999.
[24] Ms
Jillian Segal, Committee Hansard, 17 August 1999, p 212.
[25] Mr
Douglas Niven, Committee Hansard, 17 August 1999, p 215-16.
[26] Ms
Jillian Segal, Committee Hansard, 17 August 1999, p 216.
[27] Association
of Mining and Exploration Companies Inc, Submission 45, p 4.
[28] Australian
Institute of Company Directors, Submission 47, pp 7-8. See also KPMG,
Submission 71, p 5.
[29] Mr Laurie
Factor, Committee Hansard, 16 August 1999, pp 129-30.
[30] See for
example, Ernst & Young, Submission 31, p 2.
[31] Ernst
& Young, Submission 31, p 2.
[32] Australian
Stock Exchange, Submission 44, p 11.
[33] Allen
Allen & Hemsley, Submission 9, p 4. See also National Can Industries Ltd,
Submission 49, p 2 and Boral Ltd, Submission 14, p 2.
[34] Allen
Allen & Hemsley, Submission 9, p 4.
[35] Suncorp-Metway
Ltd, Submission 17, p 2.
[36] Bristile
Ltd, Submission 26, p 2.
[37] Australian
Institute of Company Directors, Submission 47, p 6.
[38] Australian
Institute of Company Directors, Submission 47, pp 6-7.
[39] See for
example Boral Ltd, Submission 14, p 2. See also Australian Institute of Company
Directors, Submission 47, p 8 and National Can Industries Ltd, Submission 49, p
2.
[40] Porter
Western Ltd, Submission 2, p 1.
[41] Allen
Allen & Hemsley, Submission 9, p 4.
[42] Suncorp-Metway
Ltd, Submission 17, p 2.
[43] Arnold
Bloch Leibler, Submission 23, p 10.
[44] Arnold
Bloch Leibler, Submission 23, p 11.
[45] Freehill
Hollingdale and Page, Submission 40, p 5.
[46] Association
of Mining and Exploration Companies Inc, Submission 45, p 4. See also Bristile
Ltd, Submission 14, p 2.
[47] See for
example KPMG, Submission 71, p 5.
[48] Ernst
& Young, Submission 31, pp 1-3.
[49] Australian
Institute of Company Directors, Submission 47, pp 7-8.
[50] Caltex
Australia Ltd, Submission 30, p 4.
[51] Mr John
Wilkin, Submission 21, p 10.
[52] Arnold
Bloch Leibler, Submission 23, p 11.
[53] GIO,
Submission 29, p 2.
[54] Mr JA
Sutton, Submission 57, p 2.
[55] Ernst
& Young, Submission 38a, p 6.
[56] Ernst
& Young, Best Practice in the Disclosure of Directors’ and Executives’
Remuneration, Corporate Governance Series, April 1999, tabled at the PJSC
hearing on 16 June 1999.
[57] Mrs Ruth
Picker, Committee Hansard, 16 June 1999, p 83-84.
[58] GIO,
Submission 29, p 2. See also Freehill Hollingdale and Page, Submission 40, p 5.
[59] Australian
Institute of Company Directors, Submission 47, p 7; “Overseas experience of
this increased disclosure approach, is that there will be a “ratcheting-up”
effect; Mr Peter Jooste QC, Submission 48, p 2.
[60] GIO,
Submission 29, p 2.
[61] Caltex
Australia Ltd, Submission 30, p 4. See also Permanent Trustee Company Ltd,
Submission 46, p 2.
[62] Australian
Law Reform Commission, Submission 10, p 6.
[63] The
Forest Place Group Ltd, Submission 36, pp 1-2.
[64] Association
of Mining and Exploration Companies Inc, Submission 45, p 4
[65] GIO, Submission
29, p 3.
[66] Sir
Richard Greenbury, Directors’ Renumeration, Gee Publishing Ltd, London,
July 1995, p 11.
Chapter 16 - Other Matters
[1] See for
example Caltex Australia Ltd, Submission 30, pp 4-5 and Ernst & Young,
Submissions 31 and 38a, pp 4-5 and pp 1-5.
[2] Mrs Ruth
Picker, Committee Hansard, 16 June 1999, p 83.
[3] Dr
Elizabeth Boros, Committee Hansard, 16 June 1999, p 102.
[4] Dr
Elizabeth Boros, Committee Hansard, 16 June 1999, p 102.
[5] Freehill
Hollingdale and Page, Submission 3, p 1.
[6] Mr
Stephen Stockwell, Submission 86, p 2.
[7] Law
Institute of Victoria, Submission 55a, pp 1-5.
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