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Breaking News Simon Pordage FCIS, CSA – Chairman, Legislation Review Committee Greg Dooley, Managing Director, Computershare Investor Services John Rennie.

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Presentation on theme: "Breaking News Simon Pordage FCIS, CSA – Chairman, Legislation Review Committee Greg Dooley, Managing Director, Computershare Investor Services John Rennie."— Presentation transcript:

1 Breaking News Simon Pordage FCIS, CSA – Chairman, Legislation Review Committee Greg Dooley, Managing Director, Computershare Investor Services John Rennie FCIS, CSA 2011 ANNUAL CONFERENCE

2 Work of CSA policy Committees during the year 23 submissions, 5 being finalised Executive Remuneration 2 Strikes legislation Chairman’s undirected proxy issue Claw back of Executive Remuneration International submissions EU Green paper on Corporate Governance UK consultation on Executive Remuneration Integrated Reporting

3 Work of CSA policy Committees during the year Other corporate law issues Treasury – funded class actions Treasury – Director liability, phoenix activity Treasury – Audit Enhancement Bill ASIC – Prospectus disclosure ASIC – Disclosing non-IFRS financial info ASX Good fame and character requirements Facilitation common forms of capital raising x2 SME, Mid-Cap & Micro-Cap review

4 Work of CSA policy Committees during the year In preparing submissions, major concern has been around the need for proper consultation Guidance Notes Managing voting exclusions on remuneration- related resolutions – endorsed by ASIC Providing your board with comfort on the accountability mechanisms operating in your company Major review of Good Governance Guides

5 Work of CSA policy Committees during the year Good Governance Guides – revised: Board deliberations in relation to adopting annual reporting documents Statement of matters reserved for the board Letters of appointment for non-executive directors: suggested contents Audit Committees Who should sit on board committees What a board committee charter should address Board committees: reporting to the board Relationships with external auditors Appointment of alternate directors Board composition Director and ex-director access to company information Nomination committee Matters to consider in the selection and nomination of directors Board decisions: when to resolve, ratify/confirm and note Board minutes: what to record, the business judgment rule Director induction packs: content Roles, duties and responsibilities of company secretary Options for board evaluation Good Governance Guides – In development Issues to consider in developing or reviewing the policy on trading in company securities Corporate code of conduct Disclosure policies and communication with analysts and shareholders New Good Governance Guides Issues to consider in developing a policy on diversity Use of mobile devices for accessing board papers Website publications Guidance Notes and Good Governance Guides available on website:

6 Lessons from this year’s AGM’s The notice of meeting as a marketing tool Deferring the meeting Withdrawing a special resolution Proceeding with the meeting after a take over offer Questions ahead of the meeting Voting intentions at the meeting Contested elections

7 Lessons from this year’s AGM’s (continued) Separating or coupling resolutions? Retiring director remaining an employee Circular resolutions Section 249P notices Questions at the meeting

8 Legal Issues The iPad revolution Annotations: Yes or No? Are minutes sacrosanct? Directors – The ‘Two strikes’ and no vacancy rules National Business Names Legislation Class actions/Litigation funding/Disqualification of presiding judge Share trading policies/ Insider trading

9 Shareholder Issues Managing voting exclusions Director numbers and commitment Off-market transfers Small shareholdings/ share gifts programs Access to the register: s1300 Right to reinvest dividends


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