1. Office of the Registrar of Aboriginal Corporations (ORAC)

2. What is ORAC’s role?
To administer the Aboriginal Councils and Associations Act 1976 (the ACA Act)
ACA Act to be replaced by the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (the CATSI Act) from 1 July 2007

3. Who we are
The Registrar—a statutory office holder appointed by the Minister for Indigenous Affairs
The Registrar’s staff—employees of the Department of Families, Community Services and Indigenous Affairs (FaCSIA) but report to the Registrar

4. What does ORAC do? allows Indigenous groups to become incorporated
offers access to specialist support and capacity building services
regulates approx 2500 Aboriginal and Torres Strait Islander corporations
complements other regulators in Aust
ASIC
state and territory incorporating agencies

5. Profile of corporations
about 2500 corporations—56% in remote areas
vary in size and carry out diverse functions—many are land holding
most are publicly funded; some generate significant private income—e.g. linked to mining or the arts industries

6. Map showing number of corporations by ICC region

7. How to search our corps
Home page (

9. Incorporation and support services
support for corporations before incorporating, to incorporate and after incorporation (including meetings assistance)
info sessions for members and boards
constitutional design to get the best ‘fit’ for the members—and to transition to new rule book
dispute assistance and complaints service

10. Compliance/governance training
3-day introductory workshops in corporate governance—targeting remote; participants decided on basis of ORAC’s crisis and regulatory work
Certificate IV in Business (Governance)
partnerships with agencies and organisations, e.g. AAV in Victoria, Premier’s Dept in SA (in development)

11. Regulatory powers ORAC regulates corporations through:
monitoring of annual returns, complaints (internal and external)
rolling program of good governance audits
appointing administrators and examiners where necessary; seeking court appointment of liquidators
powers to initiate proceedings against individuals for poor corporate governance behaviour

12. New legislation—CATSI Act
is a result of an independent review of the ACA Act
Key points:
aligns with the Corporations Act in many ways, e.g. directors duties, external administration functions
flexibility for corporate design—not one size fits all
streamed reporting for different sized corporations
new members’ rights
new review rights to challenge Registrar’s decisions (AAT)

13. Transition to CATSI
all ACA corporations automatically become CATSI corporations
up to 2 years to make necessary changes
corporations can choose to report under ACA or CATSI in the first financial year (2007–08)
ORAC can help corporations if required

14. New legislation—CATSI Act

15. Internal governance framework (rule book)
The rule book will have 3 parts
a constitution—rules special to your corporation
replaceable rules—rules in the Act that the members can accept as is or change
set rules that are provisions in the Act that apply to all corporations—although corporations may be able to apply to the Registrar for exemption from some of these
must be written in English
must be approved by the Registrar
The fact sheet “What’s in the corporation’s rule book?’ discusses this further and also has a useful table of set rules and replaceable rules.

16. Transitional model constitution
a transitional model constitution for corporations registering before 30 June 2007—
available on ORAC website or in hard copy with ‘how to’ manual
about 95% compliant with the CATSI Act
model constitution will be available for CATSI Act in June 2007

17. CATSI’s clear governance standards
clarifying offences and civil penalties scheme
disqualification for directors and officers
clarifying directors’ duties in line with Corporations Act
anti-nepotism measures
strengthening member participation
members’ rights in line with Corporations Act
New offences are based on offences in the Corporations Act – Civil Penalties introduced as an alternative to prosecution and relate to directors duties, related parties rules, record keeping and reports (ref Division 386 of CATSI).
Directors Duties include Duties of care, Skill and Diligence. Duty to avoid a conflict of interest, duty not to trade while insolvent etc.
Anti Nepotism measures prevent corps giving financial benefits to related parties.
Members’ participation is strengthened by allowing them to request information about directors’ payments and the requirement that they approve related party transactions.

18. CATSI enables the Registrar to provide ongoing support
compliance support
dispute resolution
advice and referral
whistleblower provisions
power to call general meetings
power to call meetings of interested people
Compliance support continues through training and good governance sessions.
Dispute resolution through advice and referral to mediation.
Employees and officers are protected (eg from employment termination) from informing the registrar or auditors of breaches of the Act.
Power to call general meetings if members concerned that meetings have not been called.
Interested people could include funding bodies, creditors and other corporations.

19. Intervention by the Registrar
healthy organisation checks
special administrator
examination of books
other investigations
Registrar can appoint an expert examiner to examine affairs of a corporation.
Special administrator appointment can be used to provide a safety net against corporate failure, especially useful for corps providing essential services – the grounds for appointing one are wide and include: trading at a loss for most of a year, offier non-compliance with the Act or an internal governance rule of the corp; affairs are being conducted in a way that is oppressive to a minority etc.
Registrar can examine books and can seek a warrant from a magistrate to do so.

20. Information sharing
Amount of public information will be increased including:
register of disqualified people
other information lodged with the Registrar

21. Questions or comments?