Author: Editor

ASX Second Announcement – Amendments to the Listing Rules

ASX Second Announcement – This Time it’s Amendments to the Listing Rules facebook Twitter LinkedIn RSS Hot on the heels of yesterday’s release of proposed changes to the Corporate Governance Principles, the ASX has released a second paper detailing amendments to be made to the Listing Rules.  This second announcement relates to company trading policies and remuneration committees.  In particular: All listed entities will be required to comply with a new Listing Rule relating to company trading policies. This new requirement will complement the proposed changes to the Corporate Governance Principles. Top 300 listed entities will be required to have a Remuneration Committee made up solely of non-executive directors. Companies will need to comply with these Listing Rule changes by 1 January 2011. Download a copy of the ASX’s proposed Listing Rule changes here. For further details of proposed changes to the Corporate Governance Principles relating to executive remuneration, market integrity and gender diversity, click here­. CompliSpace provides key governance policies and procedures that are specifically designed to assist ASX listed companies to comply with the ASX listing Rules, ASX Corporate Governance Principles and ASX Guidance Notes. The industry specific web-based policies, programs and procedures  can be quickly tailored and configured to suit an organisation’s needs and are kept up-to-date with legal and regulatory changes by our team of specialists. If you would like to know more on how...

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Alert: ASX Releases Proposed Amendments to Corporate Governance Guidelines

ASX Releases Proposed Amendments to Corporate Governance Guideline facebook Twitter LinkedIn RSS In what will be a relief for some ASX listed entities, the ASX Corporate Governance Council has released details of changes proposed for the Corporate Governance Principles and Recommendations and pushed back the proposed start date by 6 months. Starting on 1 January 2011, these changes will affect the governance reporting requirements of all ASX-listed entities in relation to: gender diversity; executive remuneration; trading policies especially during ‘blackout’ periods; and analyst briefings. The ASX’s announcement is in response to well-publicised reports over the last 12 months with respect to executive remuneration, market integrity and gender diversity. To download a copy of the ASX’s Exposure Draft click...

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Australian Corporate Governance Wrap March 2010

Australian Corporate Governance Wrap March 2010 facebook Twitter LinkedIn RSS The Value of Good Governance It would have been very easy this month to lead with a commentary highlighting the findings of various corporate autopsies which have been featured in the press (more on those below). However, we thought it might be nice to start on a positive note and draw your attention to the corporate governance ratings provided by Regnan, and utilised by Goldman Sachs, which show a direct link between high governance standards and outstanding market performance http://ow.ly/1oKmQ. During March 2010, the Department of Innovation, Industry, Science and Research (that’s a mouthful)  released a research paper titled “Management Matters in Australia” which also found a strong positive relationship between good management practices and firm productivity http://ow.ly/1dzqG.  One of the key implications from the study was that investing in management practices is usually a much more cost effective way for firms to boost productivity, relative to hiring additional employees or direct investment in fixed capital. Corporate Autopsies Ok now for the corporate autopsies.  Where do we start?  It’s hard to go past Lehman Bros and its use of what has become known as “Repo 105s” to hide $50 Billion in assets through off-balance-sheet transactions.  Repo 105s were an accounting trick that allowed Lehman to sell packages of mortgages, Treasury bonds, Eurobonds etc on a temporary basis at the...

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Australian Corporate Governance Wrap February 2010

Australian Corporate Governance Wrap February 2010 facebook Twitter LinkedIn RSS ASIC Gears Up For a Big Year Ahead Whilst the mainstream media continues to slam ASIC, claiming that delay and prevarication are endemic in the regulator’s culture http://ow.ly/19J9D , ASIC must be hoping that its successful appeal in the AWB case http://ow.ly/18XoB will signal a change of fortune in the year ahead. 2010 is shaping up to be a huge year for ASIC as it gears up to commence regulation of the new National Consumer Credit regime (registrations start from 1 April 2010) and to take over from ASX as share market supervisor.  This month it was also thrown a curve ball by the Productivity Commission which has recommended that it regulate the $43 Billion not for profit sector http://ow.ly/16uu4. Whether ASIC will have the resources to fulfil its new role as Super Regulator remains uncertain. At the beginning of February, ASIC  announced that in the last quarter of 2009 it prosecuted 89 company officers for 148 contraventions of the Corporations Act http://ow.ly/13JAu. Great to see that the regulator is being proactive, although we couldn’t help noticing that the average fine is only about $500, which leaves us questioning if these slaps on the wrists will actually deter bad corporate behaviour. At this rate ASIC will need to secure 27,600 prosecutions to cover the $13.8 milion in legal costs...

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Governance Wrap – Summer Edition December 2009 – January 2010

Australian Governance Wrap – Summer Edition December 2009 – January 2010 facebook Twitter LinkedIn RSS In 2009 CompliSpace produced a series of weekly governance wraps. In 2010 we have decided to change tack slightly and publish a series of comprehensive monthly governance wraps starting with this one which covers December/January.   For those readers who would like more frequent updates we invite you to follow CompliSpace on Twitter where you will find  key media and regulatory feeds and posts on governance items of interest during the day. So what happened in the governance space whilst most Australians were enjoying the festive season?  In this bigger than usual blog we cover: ASIC – The Losses, the Reaction and the Resolve Confusion Reigns as Modern Awards and National Employment Standards Commence ATO Urges Crack Down on Sham Contractor Arrangements ASX Company Directors Behaving Badly ASX Executive Remuneration – Two Strike Rule Softened Federal Government silent on AML/CTF Tranche 2 Rollout New Gender Diversity Requirements for ASX Entities ASIC – The Losses, the Reaction and the Resolve Whilst the last quarter of 2009 was a public relations disaster for ASIC with high profile losses against Andrew Forest (Fortescue), Jodee Rich (OneTel) and Andrew Lindburg (AWB),  it seems the Federal Government and the corporate regulator are not backing away from the fight.  To the contrary, December 2009 and January 2010 saw a range of...

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Step-by-Step Guide for Complying with the National Employment Standards

What are the National Employment Standards (NES)? facebook Twitter LinkedIn RSS The Fair Work Act provides for a two-part safety net protecting minimum wages and conditions.  The NES provide 10 minimum entitlements that cannot be modified to an employee’s detriment by a contract, award or workplace agreement.  The Modern Awards provide additional minimum entitlements (such as minimum wages, overtime and penalty rates) that are tailored to industries and occupations (refer to separate blog entry re how to comply with Modern Awards). In a nutshell the NES covers: 1 Hours of work 2 Flexible working arrangements for parents of pre-school children 3 Parental leave 4 Annual leave 5 Personal/carers & compassionate leave 6 Community services leave 7 Long service leave 8 Public holidays 9 Notice of termination & redundancy payments 10 Information in the workplace Why Do National Employment Standards Affect Me? All employers must comply with the NES. Whilst some of the standards will be familiar, others are completely new, or contain subtle changes, which create significant obligations on employers or increase their risk exposure. New obligations include: An entitlement for carers of preschool children (and children under the age of 18 with a disability) to request flexible working arrangements. The extension of unpaid parental leave that an employee can request from 12 to 24 months. The introduction of an entitlement to redundancy pay for all workers (not just...

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Step-by-Step Guide for Complying with Modern Awards

What are Modern Awards? facebook Twitter LinkedIn RSS An award is a legally binding order made by the Australian Industrial Relations Commission (AIRC) which prescribes the minimum terms and conditions of employment for certain workers. Employers are legally bound by the awards that relate to their employees. Whereas previously in Australia there were many thousands of awards operating both at the Federal and State levels, as from 1 January 2010 these awards have been consolidated into 122 Modern Awards.  A full list of Modern Awards is available on the AIRC website at http://bit.ly/6yD8j0. Modern Awards are either created by industry type (e.g. Banking & Finance), or by work type (e.g. Clerical Workers). They establish detailed obligations relating to such matters as employment status (e.g. are your workers part time or casual?), employee classifications (e.g. is a particular worker grade 1 or grade 3?), minimum wages, overtime, leave loading, penalty rates, allowances, superannuation payments, and consultation and dispute resolution procedures. Why Do Modern Awards Affect Me? Every Australian private sector employer is likely to be subject to Modern Award coverage, because, at minimum, they will have at least some administrative / clerical staff. Many employers believe that just because they pay over award wages that Modern Awards will not apply to them. This is not correct. Ignorance of Modern Awards will prove costly for employers as those who do not...

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Governance Wrap 13 December 2009

Workplace Relations – No News is Not Good News facebook Twitter LinkedIn RSS With the Modern Awards and National Employment Standards commencing on 1 January 2010, probably the biggest news in the governance space has been the almost complete lack of media coverage, or government advertising, with respect to a change of law that will impact millions of Australian businesses and employees. The impact of the changes is even more significant when you consider that all States and Territories in Australia (with the exception of WA) have now acceded their private sector industrial relations powers to the Commonwealth. On 3 December 2009 Fair Work Australia (FWA) released the Information Statement that must be provided to all workers after 1 January 2010 http://ow.ly/HZc1.  It also released a “business checklist” http://ow.ly/HicN however this turned out to be little more than a vague list of questions that wouldn’t be much help at all to your average business. On the enforcement front FWA has maintained its high levels of activity.  Probably the best example was 3 young workers in Brisbane underpaid an amazing $85,000. One of the young employees was underpaid more than $42,000. The FWA media release also provides a long list of other enforcement actions in the Brisbane Area http://ow.ly/LoiI. If these changes are all a bit of mystery to you refer to the CompliSpace Whitepaper http://bit.ly/8qjMgg for a plain English...

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Governance Wrap 29 November 2009

Regulator Follow Up Action facebook Twitter LinkedIn RSS Predictably, this week, ASIC was ordered to pick up the tab for Rich and Silbermann. Not so predictably ASIC got another kick in the teeth with a Victorian Supreme Court Judge delivering a broadside as to the regulator’s handling of its case against former AWB executive Andrew Lindberg. Not surprisingly numerous “we told you so” commentators have come out to advise ASIC that it should change its litigation strategy to avoid mega claims and keep future actions “short and sweet”.  James Hardie has been put forward as an example of ASIC successfully taking a more defined approach. The ATO hit back at those that criticised its handling of its $678 million dollar claim against international private equiteers TPG, explaining in detail, to those that were interested, the difference between revenue and capital gains.  Tax practitioners say that the ATO is preparing three separate rulings which are expected to redefine the ATO’s treatment of such deals. These rulings are expected to force fundamental changes to the way private equity, and other international finance transactions are structured. In other regulator news AUSTRAC continued its strong compliance stance accepting an enforceable undertaking from PayPal Australia after its investigations revealed deficiencies in the systems PayPal had in place to assess and manage its money laundering and terrorism financing risk. Ripoll Report Falls Flat The Ripoll...

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Governance Wrap 22 November 2009

facebook Twitter LinkedIn RSS According to the newly formed Rule of Law Association, if Australia keeps making new laws at the current rate, there will be 830 billion pages of tax legislation by the turn of the next century.  In the past year alone Federal Parliament passed 9042 pages of new law.   If we are going to write all these laws we need to ensure our regulators are up to the task of enforcing them. To say that it was a bad week for the regulators would be somewhat of an understatement.  When laws become so complex that no one appears to understand them power is shifted away from the average person to faceless bureaucrats and those privileged corporate high fliers who happen to have the money to pay lawyers to work out what actually is going on. ASIC Highlight of the week was, of course, the Jodee Rich show with ASIC on the wrong end of a $ 15 million cost order.   Add to that ASIC’s own $25 million legal bill and that’s just about half of the additional money allocated to ASIC to increase enforcement activities lost on one poorly conceived bet.  Ian Verrender in the Sydney Morning Herald summarised things pretty well: “The case against the One.Tel founders was ill-conceived, poorly conducted and riddled with errors at almost every step. Its arguments to the court were...

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