Subject to the passage of complementary legislation in the Northern Territory and Western Australia the National Business Names registration system will commence on 28 May Did shareholders make comments on the report at the meeting? If yes, then there are a number of content requirements which your company must include in its remuneration report and notice of meeting for , as well as issues to keep in mind when conducting your next AGM.
If no, you still need to be conscious of ways your company can minimise the risk of receiving a strike in , and there are some new reporting obligations that your company still needs to satisfy. In this article, we look at practical steps you can take to ensure compliance with the new requirements introduced to the Corporations Act by the Corporations Amendment Improving Accountability on Director and Executive Remuneration Act , and to successfully navigate this new terrain of company-shareholder relations.
Executive remuneration in the UK 29 February Almost daily, there is amazing news from the United Kingdom on the remuneration of banking executives: huge, controversial bonuses and their subsequent sacrifice by the executives, knighthoods withdrawn and threats of drastic government intervention. New laws are inevitable, but what are they likely to say?
Will they influence future corporate law reform in Australia? The focus on UK executive remuneration is especially pronounced for several reasons. One is that the financial and insurance industries contribute a major component of the United Kingdom GDP. Another is that austerity measures introduced by the coalition government and a high unemployment rate have highlighted the discrepancy between executive and worker remuneration. The AGM season: looking back at , looking forward at 29 February was a landmark year for listed companies, with the 1 July commencement of the Corporations Amendment Improving Accountability on Director and Executive Remuneration Act triggering changes in the way that AGMs are conducted.
In this article, we review the season and discuss practical steps you can take for your company's AGM in For detailed discussion of the impact of the 'two strikes' rule, please see our article 'Did you receive a strike, or comments, on your remuneration report in ?
Alert - More remuneration report reforms announced 24 February David Bradbury Parliamentary Secretary to the Treasurer has announced further reforms to Australia's executive remuneration reporting framework, to be released for public consultation in the second half of The proposed reforms will: introduce a requirement for listed companies to disclose steps they have taken to claw back bonuses and other remuneration in the event of a material misstatement in their financial statements, and implement some of the recommendations of the Corporations and Markets Advisory Committee CAMAC in its report Executive Remuneration Report relating to disclosure of executive remuneration.
These reforms are the latest in a series of post GFC responses to community concerns regarding the level of executive remuneration and follow the changes to the approval thresholds for termination payments, introduction of new remuneration standards for Australian financial institutions and the introduction of the two strikes rules regarding the advisory resolution in respect of the remuneration reports of listed companies.
This is the first tranche of proposed legislation issued by the Commonwealth Government to fulfil its commitments under the Council of Australian Governments' directors' liability reform project, which aims to harmonise the approach of all Australian jurisdictions to personal criminal liability for corporate fault.
The Liability Reform Bill amends Treasury portfolio legislation excluding tax legislation to 'ensure that where legislation imposes derivative liability, it is fair and principled and not imposed as a matter of course'.
The most significant amendments are to Corporations Act provisions imposing responsibility on company secretaries and directors for a company's contravention of certain Corporations Act administrative and reporting requirements. They are our focus in this Alert. Alert — Bills to battle phoenix activity released for public comment 23 January Exposure drafts of two Bills aimed at reducing phoenix activity were released for public comment on 20 December The Corporations Amendment Similar Names Bill Similar Names Bill will expose directors to personal liability for their company's debts, if: the company's name is the same as or similar to a company or business name of another company that has been wound up; and the director was also a director of that other company; and the debts are incurred within five years after the start of the winding up of the other company.
Both Bills reflect election commitments in the Protecting Workers' Entitlements package announced in July But will their proposed measures be effective? Alert — Treasury proposes reforms to encourage Australian retail corporate bond market 20 December On 13 December , the Commonwealth Treasury released a discussion paper on proposals to enhance the depth and liquidity of the corporate bond market in Australia. The proposed reforms would reduce the current disclosure and liability burden for issuers but retain key investor safeguards.
It sets out ASIC's guidance on when 'non-IFRS financial information' may or may not be used, and what additional disclosure should be made so that the information is not misleading. ASIC recognises that disclosure of non-IFRS financial information, including alternative profit measures, has become increasingly common and can be useful to investors and other users of financial information.
The information can be presented in documents such as directors' reports, market announcements, investor briefings and transaction documents, subject to the important proviso that it is not misleading.
There are, however, only limited circumstances in which it can be included in financial reports, due to the requirements applying to those reports under the Corporations Act and accounting standards. In this Alert, we look at the guidance and its likely practical effects. In this Alert, we look at the terms of the reference and its context. Alert — The Centro schemes: Australia's most complicated restructuring? The Court's approval, and the statement by PwC in court on the following day that they would not seek to appeal, removed the last substantial obstacle to the implementation of the restructuring of the Centro Group.
The Centro Group restructuring is perhaps the most complex corporate workout so far achieved in Australia. In his reasons for decision, Justice Barrett has made important observations about some legal issues that will be pertinent for other restructurings.
Alert — Dividends: untangling the web 2 December The rules about when companies can pay dividends are under review again — last year's amendments raised more questions than they answered and now it is time to fix the mess.
The Paper seeks public comment by 30 January on the resolution of issues arising from changes to the Corporations Act made by the Corporations Amendment Corporate Reporting Reform Act Reform Act , which replaced the profits test for payment of dividends with a balance sheet test.
The Paper sets out a number of proposals, but we think that the option to replace the dividend test with a solvency requirement is clearly the best. Numerous drafting difficulties with the Reform Act should also be corrected. In this alert, we review and comment on the proposals in the Paper.
Options don't fix payout bungle 29 November The Federal Government has released a discussion paper canvassing four options for reworking the dividend rules, including modifying the current test, reverting to the former profits-based test or allowing companies to choose between the current test and the former test. Alert — ASX reviews disclosure for mining and oil and gas companies 7 October The ASX released a consultation paper on 5 October , with reform proposals for the public reporting of reserves and resources by mining and oil and gas exploration and production companies, including proposed amendments to the ASX Listing Rules.
In this Alert, we look at the proposals and their likely effect. Alert — Proposed audit reforms: what will change? In this Alert, we review the changes and update you on the next steps. Alert — Voting undirected proxies on the remuneration report resolution - chair's role to be clarified 22 September Yesterday, the Consumer Credit and Corporations Legislation Amendment Enhancement Bill Bill was introduced into the House of Representatives.
If passed, the Bill will amend the Corporations Act to establish that the chair may lawfully vote undirected proxies on the resolution to adopt the remuneration report.
But the proxy appointment must expressly authorise the chair to exercise the proxy, in accordance with a formula stated in the new provision. Why a policy on related party transactions makes good business sense 12 September Adopting a related party transactions policy helps to establish protocols and procedures for identifying and dealing with related party transactions. We examine the key benefits that can flow to a public company from adopting a related party transactions policy and identify some of the issues that the policy should cover.
Online participation in shareholder meetings — how could it work? Allowing shareholders to take part online from their homes and offices may improve participation rates and shareholder involvement. But does the law permit it? And if it does, what are the issues to keep in mind in achieving it? Are electronically-delivered board packs a good idea?
Why a policy on related party transactions makes good business sense Alert — Securities class action decision: plaintiff investors fail 8 September On 1 September , the Supreme Court of Victoria handed down the first decision in Australia concerning the liability of defendants in a major securities class action.
Alert — Finding a balance? In this Alert, we look at Justice Middleton's reasoning and the likely impact of the decision. Alert — A small step forward: COAG agrees on next steps in directors' liability reforms 25 August At its 19 August meeting, the Council of Australian Governments COAG reached agreement on the next steps in national reform of the laws imposing liability on directors. Following concerns raised by the COAG Reform Council about the manner in which the States and Territories had conducted their respective audits of existing legislation against reform principles agreed by COAG Agreed Principles and the implementation plans which the States and Territories had prepared to reform the existing legislation, all States and Territories have now agreed to a review of the current audit outcomes.
Alert — All reasonable steps to be in a position to guide and monitor' — the impact of the Centro decision 1 July An important judgment in the Federal Court has clarified the duties of directors of listed public companies when they consider the company's financial statements. Judgment raises bar for directors 29 June Interviewed for Australian Financial Review TV, Bob Austin, head of Minter Ellison's HQ Advisory practice, said the Centro decision was the first case in Australia that focuses intensely on the relationship between the duty of care and the provisions of the Corporations Act about financial statements and financial reports.
Directors must examine accounts 28 June Company law expert and head of Minter Ellison's HQ Advisory practice, Dr Bob Austin, said the Federal Court judgement on Centro means directors must read and question accounts before accepting them. It is now awaiting assent. Amendments relating to proxies and to voting by key management personnel on remuneration matters commence on 1 August , and the remainder of the Bill's provisions commence on 1 July Alert — Reminder: listed entities must attend to diversity policies 08 June If your listed entity's next financial year begins on 1 July , the entity must adopt and publicly disclose a diversity policy by that date in order to comply with amendments to the 2nd edition of the ASX Corporate Governance Council Corporate Governance Principles and Recommendations ASX Council Guidelines.
Entities with a financial year that started on 1 January are already required to have a policy in place. If they do not, they will need to disclose and explain this in their annual report for the year ending 31 December Mr Morley's application for special leave was withdrawn by consent. The High Court gave directions designed to prepare the case for hearing by August When it is ready, the case will be set down for a three-day hearing.
It is possible the hearing will take place later this year. There were two developments worthy of note during the passage of the Bill through the House. Alert — NSW to back national laws on directors' liabilities 6 May Two developments occurred on the first sitting day of New South Wales' new Parliament, and both are likely to be welcomed by directors whose companies operate in that state.
The Government introduced legislation that, if passed, will amend more than 35 laws currently imposing liability on directors for corporate fault. In some instances, directors will be liable only if it can be shown that they were knowingly involved or permitted a contravention of the relevant law by their company.
In other instances, the provisions imposing liability on directors will be removed completely or will not apply for certain contraventions. In a special feature for the AFR, he commented on the way ahead for company boards. Amongst other things, he noted that the flow of accurate, material and digestible information into the boardroom is absolutely essential for sound corporate governance. Alert — National business name registration system implementation delayed 18 March There has been a delay in the proposed introduction of a national business name registration system in Australia.
It had been proposed that the national system would commence in mid However the target date has now been pushed back to the first half of Again, this target is subject to the time it might take for each State, Territory and the Commonwealth to pass legislation to put the national system in place.
Alert — Directors' liability reforms at risk of failure 28 February In Australia today there are more than statutes at federal, state and territory level that impose personal liability on company directors and officers for the actions of their companies. These are in addition to duties imposed by the Corporations Act. The announcements stated that FMG had binding "build and transfer" contracts with the Chinese companies.
Shareholders to flex their muscle over executive remuneration 9 February Yesterday, the Federal Government released the Corporations Amendment Improving Accountability on Director and Executive Remuneration Bill Bill which, according to the Parliamentary Secretary to the Treasurer, David Bradbury, will give shareholders unprecedented power over the remuneration of company executives.
In fact, there were two judgments, one relating to the directors and officers of the parent entity JHIL in , and the other to the parent entity in , which had become JHINV as the result of a scheme of arrangement.
Alert — Shareholders to flex their muscle over executive remuneration 21 December Yesterday, the Federal Government released the Corporations Amendment Improving Accountability on Director and Executive Remuneration Bill Bill which, according to the Parliamentary Secretary to the Treasurer, David Bradbury, will give shareholders unprecedented power over the remuneration of company executives. Alert — Triggering the new golden handshake provisions 27 August You may recall that on 24 November , important changes to the retirement benefit provisions in the Corporations Act Cth came into effect often referred to as the golden handshake provisions.
How to avoid being frustrated 05 August One defensive tactic a target company can adopt is to try to undertake some form of alternate transaction when it gets the first whiff of a potential bid. As a result of some Panel guidelines and some Panel decisions, there are steps a potential bidder can take to ameliorate the risk of an alternate transaction. Unfortunately, these steps could be ineffective if the proposal is for a scheme of arrangement rather than takeover bid.
Minter Ellison appoints new senior lawyer 14 April Minter Ellison has announced the appointment of Dr Robert Austin as a senior lawyer in the firm's Corporate Division. Reveal deeper insights into your organization's relationships with RelSci Contact Aggregator.
Minter Ellison is one of the Asia Pacific's leading law firms. Established in Sydney in , their firm today operates in Australia, Hong Kong, mainland China, Mongolia, New Zealand and the United Kingdom through a network of integrated offices and associated offices. Their success has been driven by the vision of our partners, the in- depth industry expertise of their lawyers and their commitment to work closely with clients to deliver seamless service wherever they need them.
Minter Ellison's understand the challenges that businesses operating in a globalised marketplace face and offer clients services that are multi-disciplinary and industry facing. Their deep understanding of how business is conducted in their region, local language skills, and proven track record for delivering outstanding work mean that clients access local experience and expertise that is informed by an international perspective.
Minter Ellison's large and diverse client base includes blue-chip public and private companies, leading multinationals operating in the region, global financial institutions, government organisations and state-owned entities.
Their strong technical skills, underpinned by the ability to deliver commercially practical solutions that assist clients to achieve their business goals and objectives, have led to their firm's involvement in some of the Asia Pacific's most innovative and high-profile transactions.
Sky Ltd. Robert Austin is affiliated with MinterEllison. Click the to update this introduction with a synopsis or highlights of Robert's life. Update bio graphy. What's this? Robert's biography. Robert Minter Most commonly known as. Robert Minter Full name. Did Robert go by other names? Austin, Travis County, Texas Last known residence. Male Gender. COM View birth records. Robert Minter died on March 19, COM View death records.
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