Continuous disclosure Professor Michael Adams FCIS Breakout session D1 1:50pm – 2.30pm 5 th December TH ANNUAL CONFERENCE 2011

Continuous disclosure This is not a lecture session, but a discussion Disclosure – Periodic – Continuous Legal, regulatory & practical issues Put your organisation’s logo here

Continuous disclosure Corporate Law Reform Act 1994 – 5 th September 1994 commencing laws Section 674 Corporations Act Rule 3.1 ASX Listing Rules Bill Koeck article “Continuous disclosure” Companies and Securities Law Journal – November 1995 Put your organisation’s logo here

Continuous disclosure April 2002 CSA ran a symposium “CD – a Corporate Governance Fundamental” Articles have regularly appeared in Keeping Good Companies Nov 2011 issue C&SLJ by Jason Harris & Suzanne Webbey “Personal Liability for corporate disclosure problems” Put your organisation’s logo here

Continuous disclosure Is there any more to be discussed about the issues of LR 3.1 and s674? November 2011 release of ASIC Market Assessment Report of ASX – Nine agreed actions Action 6 = approach to discussing and recording continuous disclosure matters Action 7 = approach to listing rule exceptions Put your organisation’s logo here

Continuous disclosure 29 Nov 2011 – AFR reports “Belinda Gibson, ASIC deputy chair states” – Evidence issues around referrals – “There might be a scrap of loose paper, nothing more than that” ASX is in charge of monitoring continuous disclosure Put your organisation’s logo here

CD - Questions Should all conversations be recorded by ASX officers? Do the current carve-outs work? How do international (multi-exchange) companies cope? Problems with class actions and timing of disclosure? Put your organisation’s logo here

Continuous disclosure Current litigation in HCA in 2011 James Hardie litigation FMG & Andrew Forrest litigation Civil and criminal matters – distinguish Direct and indirect liability – distinguish – ASIC v Maxwell (2006) – ASIC v Narain & Citrofresh (2008) Put your organisation’s logo here