Breaking News Simon Pordage FCSA, CSA – Chairman, Legislation Review Committee Company Secretary, AFIC Greg Dooley, Managing Director, Computershare Investor Services John Rennie FCSA, CSA

Work of CSA Policy Committees during the year 3 National Policy Committees: LRC, CLIC and PSGC Finalised 40 submissions since last conference Highlights ASX – Draft Guidance on Continuous Disclosure ASIC – Draft Regulatory Guide on OFRs CAMAC – Review of the Future of the AGM: to be finalised – survey of members conducted Roundtables held in respect of each topic

Work of CSA Policy Committees during the year Numerous submissions re: NFP reform Influential in separating bill setting up the new regulator from the one establishing NFP governance arrangements Invited to join NFP Reform Council’s Working Group International submissions 2 further rounds of UK consultations on Executive Remuneration Finalised Integrated Reporting submission to IIRC after last year’s conference

Work of CSA Policy Committees during the year Other corporate law issues Treasury – Liability for corporate fault (numerous), dividend payments ASX Modernising timetables for rights issues Strengthening Australia’s equity capital markets Disclosure Rules for Mining and Oil and Gas companies The year ahead?…….. Election Year/Deregulation Clawbacks re: Exec Rem

Work of CSA Policy Committees during the year Guidelines Finalised managing voting exclusions on remuneration-related resolutions – endorsed by ASIC Published Guidelines for managing the “two- strikes” rule – endorsed by ASIC in its letter to 108 companies that received a first strike last year Completed major review of Good Governance Guides 16 Guides updated on a wide range of governance issues 9 new Guides created

Work of CSA Policy Committees during the year Created and published sample agenda and minutes, with notes explaining the purpose of each element of the template, to assist those new to governance practice to develop sound practice Good Governance Guides, templates and Guidelines referred to here can be accessed free of charge from “Knowledge Resources” section of CSA’s website:

Lessons from 2012 AGM’s Amendments to constitutions Setting number of Directors Temporary increase in the number of Directors Circular resolutions Unmarketable parcels Lost shareholders Postponing etc a general meeting Share consolidations Sourcing DRP shares

Lessons from 2012 AGM’s (continued) Internet and mobile voting Two strikes rule/ spill meetings When held Voting intentions EGM’s - the double negative Non board endorsed candidates Delaying the meeting Share consolidations Renewal of proportional take over approval provisions

Legal / Governance Issues James Hardie/ Fortescue Rights of the respective constituents Superannuation - proposed independence safeguards

Shareholder Issues Director numbers and commitment Off market transfers/ unmarketable parcels Small shareholdings/ share gift programs Right to reinvest dividends