Corporations and Markets
Advisory Committee
Annual Report
2013–14
© Corporations and Markets Advisory Committee 2014
ISSN 1447 8048
ISSN 1449 0099
(print version)
(online version)
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Contact details
For information about this report or about the work of the Committee,
please contact:
John Kluver
Executive Director
Corporations and Markets Advisory Committee
GPO Box 3967
SYDNEY NSW 2001
Tel: 02 9911 2950
Fax: 02 9911 2955
Email: camac@camac.gov.au
CAMAC’s homepage is:
www.camac.gov.au
This report can be found at:
www.camac.gov.au
CAMAC’s location is:
Level 5
100 Market Street
SYDNEY
Level 5, 100 Market Street, Sydney
Telephone: (02) 9911 2950
Email: camac@camac.gov.au
GPO Box 3967 Sydney NSW 2001
Facsimile: (02) 9911 2955
Website: www.camac.gov.au
1 October 2014
The Hon. Joe Hockey MP
Treasurer
Parliament House
CANBERRA ACT 2600
Dear Treasurer
I enclose the annual report for 2013–14 of the Corporations and Markets Advisory
Committee.
The report has been prepared in accordance with s 162 of the Australian Securities
and Investments Commission Act 2001 (the ASIC Act) and the Requirements for
Annual Reports for departments, executive agencies and FMA Act bodies, approved
by the Joint Committee of Public Accounts and Audit in May 2014.
I note that, under subsection 162(3) of the ASIC Act, a copy of this report is to be
tabled in each House of the Parliament within 15 sitting days of that House after the
day on which you receive the report.
Yours sincerely
Joanne Rees
Convenor
Annual Report 2013–14
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Corporations and Markets Advisory Committee
Contents
Convenor’s review ...................................................................................... 1
CAMAC’s achievements ....................................................................... 1
Governance ............................................................................................ 2
Outlook .................................................................................................. 3
Acknowledgements ............................................................................... 3
Issues and developments ............................................................................ 4
The AGM and shareholder engagement ................................................ 4
Crowd sourced equity funding .............................................................. 5
Managed investment schemes ............................................................... 8
Implementation of recommendations ..................................................... 10
Outlook for 2014–15 ................................................................................. 11
References to CAMAC’s work ................................................................ 12
Crowd sourced equity funding ............................................................ 12
Annual general meeting and shareholder engagement ........................ 12
Managed investment schemes ............................................................. 12
Administration of charitable trusts ...................................................... 13
Executive remuneration ....................................................................... 13
Derivatives........................................................................................... 13
Market integrity ................................................................................... 13
Board diversity .................................................................................... 14
Members’ schemes of arrangement ..................................................... 14
Past reports ............................................................................................... 15
The Committee .......................................................................................... 18
Overview ............................................................................................. 18
Functions ............................................................................................. 18
Membership ......................................................................................... 19
Subcommittees .................................................................................... 23
Audit Committee ................................................................................. 24
Legal Committee ................................................................................. 24
Executive ............................................................................................. 26
Coordination with other bodies ........................................................... 26
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Persons who served with CAMAC ...........................................................28
CAMAC ...............................................................................................28
Legal Committee ..................................................................................30
Persons who served in other capacities ................................................32
Executive ..............................................................................................34
Other information .....................................................................................35
Financial performance ..........................................................................35
Ethics ....................................................................................................35
Fraud ....................................................................................................35
External scrutiny ..................................................................................35
Management of human resources .........................................................36
Purchasing ............................................................................................37
Consultants ...........................................................................................37
Competitive tendering and contracting ................................................37
Australian National Audit Office Access Clauses ................................37
Exempt contracts ..................................................................................38
Commonwealth Disability Strategy .....................................................38
Work health and safety .........................................................................38
Freedom of information .......................................................................38
Advertising and market research ..........................................................38
Ecologically sustainable development and environmental
performance .........................................................................................39
Discretionary grants .............................................................................39
Legal services expenditure ...................................................................39
Glossary ......................................................................................................40
Date and signing of report ........................................................................41
Auditor’s report.........................................................................................42
Financial statements ..................................................................................44
Appendix 1
Agency resource statement ...............................................74
Appendix 2
Expenses for outcome 1 ....................................................75
Appendix 3
List of requirements ..........................................................76
Index ...........................................................................................................81
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Corporations and Markets Advisory Committee
Convenor’s review
CAMAC’s achievements
The Government announced its intention in the May 2014 Budget to
abolish CAMAC. Accordingly, and with some disappointment bearing in
mind the achievements of CAMAC from its inception, I now submit this
final Annual Report.
CAMAC’s first meeting was in September 1989. For the past 25 years
CAMAC has been a highly productive and extremely cost-effective agency.
It has attracted many professionals, academics and other leaders in their
fields of endeavour to serve as members of CAMAC, the Legal Committee
and sub-committees. These people have all provided their expert advice on
corporate and financial market matters, at nominal or no cost.
CAMAC has been supported for most of that time by a full-time staff of
only two lawyers and an administrative officer, with the Executive Director
serving in that capacity throughout the entire existence of CAMAC.
A full list of persons who have contributed to the work of CAMAC is set
out under Persons who served with CAMAC, elsewhere in this report.
Numerous other entities and individuals have also contributed through their
submissions and attendance at CAMAC Roundtables. This ongoing
intellectual dividend to the Australian Government and commercial
community will be discontinued with the cessation of CAMAC.
CAMAC has produced carefully considered and closely reasoned reports
on a wide variety of subjects and been at the forefront of corporate law
reform in Australia. Its substantial output is set out under Past reports,
elsewhere in this report. Many of the reforms that are based on CAMAC
recommendations have become part of the standard lexicon of Australian
corporate law, including those relating to related party transactions and
continuous disclosure, or have resulted in far-reaching reforms on major
areas of corporate law, for instance in relation to takeovers and insolvency.
CAMAC’s discussion papers and reports have been a source of pride for
CAMAC members and the hard-working and long-serving CAMAC
Executive. They are highly regarded by the commercial community.
The cost of operating CAMAC should be considered in light of the
enormous contribution it has made to the development of the corporate and
financial markets legal framework in Australia. For instance, the CAMAC
work programme for 2013-14 involved three major projects, being crowd
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Corporations and Markets Advisory Committee
sourced equity funding, the AGM and shareholder engagement, and the
establishment and operation of managed investment schemes, each highly
complex in its own right and involving multiple CAMAC and
subcommittee meetings, for an annual net cost of services of less than
$900,000.
The May 2014 CAMAC report on crowd sourced equity funding sets out a
detailed regulatory framework for this form of corporate fundraising, noting
its potential to stimulate the innovative start-up and other small-scale
enterprise sector of the Australian economy, with its significance for
productivity, competitiveness and growth.
At the request of the Minister for Finance and Acting Assistant Treasurer,
Senator the Hon. Mathias Cormann, CAMAC has transferred its remaining
work to Treasury. This includes work on a report about the AGM and
shareholder engagement which is well progressed and close to completion
and work following a discussion paper about the establishment and
operation of managed investment schemes, previously released for public
comment.
Governance
During the 2013-14 financial year, CAMAC continued to utilise the
subcommittee system to provide strategic thought leadership on each of its
references. The subcommittees, consisting of experts drawn from CAMAC
and the Legal Committee and sources external to CAMAC where
appropriate, developed recommendations to CAMAC, with all CAMAC
discussion papers and reports being settled by the full CAMAC
membership. The subcommittee system proved to be very successful in
assisting CAMAC to perform its functions efficiently.
All told, in 2013-14 there were 5 meetings of CAMAC and a further 13
meetings of its subcommittees, reflecting a high degree of commitment by
members, drawing on their extensive professional knowledge and
experience, at nominal cost.
CAMAC has continued to operate within its budget, returning surpluses
through ongoing adjustments, even as economic exigencies caused its
budget not only to be cut progressively from year to year but also to be
subject to frequent additional ‘efficiency dividends’. CAMAC has been a
model of how to perform statutory functions efficiently and at minimal
cost.
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Corporations and Markets Advisory Committee
Outlook
As a result of the decision taken by the Government in the May 2014
budget, it is expected that CAMAC will cease operations during the
2014-15 financial year.
Acknowledgements
Since its inception in 1989, CAMAC received administrative assistance
from ASIC officers, including in relation to financial management, payroll,
library services and information technology, and appreciates that support. I
would like to record my appreciation for the consistent support that ASIC
provided to CAMAC over the years.
I thank the members of CAMAC in 2013-14, each of whom contributed
their experience and expertise on a part-time basis and with other
commitments. I give special thanks to those members who volunteered to
work on the managed investments schemes subcommittee, the AGM and
shareholder engagement subcommittee, and the crowd sourced equity
funding subcommittee.
More broadly, I wish to acknowledge the many persons who have provided
their services to CAMAC in various capacities over the years, reflecting the
fact that the work of CAMAC closely involved, and responded to the needs
of, the Australian commercial community.
I also acknowledge and thank the small, long-serving Executive which
supported CAMAC’s operations throughout its existence.
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Corporations and Markets Advisory Committee
Issues and developments
The Committee’s work in 2013–14 in meeting the outcome and programme
described in the Treasury Portfolio Budget Statement in a timely manner is
summarised below.
As was the case since CAMAC’s inception, the independent and expert
advice in its reports is supported by detailed research and analysis to enable
the Government to reach informed decisions on the questions relating to
corporations regulation and financial products, services and markets that it
refers to the Committee, or which the Committee undertakes on its own
initiative, under s 148 of the ASIC Act.
The AGM and shareholder engagement
By letter of 5 December 2011, the then Parliamentary Secretary to the
Treasurer, the Hon. David Bradbury MP (the PST), requested CAMAC to
consider a number of matters concerning the annual general meeting
(AGM).
The PST requested that CAMAC inform the Government on:

the future of the annual general meeting in Australia, including how
documents and meeting forms should change to meet the needs of
shareholders in the future

the risks and opportunities presented by advancements in technology,
in the context of maintaining the ongoing relevance and efficacy of the
AGM

the challenges posed to the structure of the AGM by globalisation,
including potential increases in international share ownership and
dual-listing.
CAMAC saw the request from the Government as entailing a consideration
of three overarching issues:

the role of the AGM within the broader context of the ongoing
relationship between the board and the institutional and retail
shareholders of the company, often referred to as shareholder
engagement

the content of the annual report, being the principal document for
consideration at the AGM that provides information to shareholders on
the state of the company and the stewardship of the board
Annual Report 2013–14
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Corporations and Markets Advisory Committee

the future role of the AGM and the processes for conducting the
meeting.
In September 2012, CAMAC published a discussion paper containing
detailed background information on these issues and raising various
specific questions on which it sought comment.
CAMAC received 36 submissions from interested parties, which are
published on the CAMAC website www.camac.gov.au
Given the ongoing developments in the areas covered by the discussion
paper, both in Australia and in overseas jurisdictions, CAMAC published
online updates of the discussion paper in October, November and
December 2012.
In July 2013, CAMAC conducted three Roundtables in Sydney and
Melbourne on a range of matters included in the discussion paper.
During 2013-14, CAMAC continued its close consideration of the matters
raised in the discussion paper, taking into account the submissions received
and the Roundtable deliberations. By May 2014, following four meetings of
the subcommittee in that period and discussions at full CAMAC meetings,
CAMAC had reached concluded views on the vast majority of those
matters, including in relation to the potential of online technology for the
future of the AGM. CAMAC was moving towards the completion of a
broad-ranging report when it was requested by the Government not to
report but instead to transfer the work to Treasury, as a consequence of the
Government’s decision to abolish CAMAC.
Crowd sourced equity funding
In Advancing Australia as a Digital Economy: An Update to the National
Digital Economy Strategy (June 2013), reference was made to holding an
independent review of the regulation of crowd sourced equity funding
(CSEF). In June 2013, the then Minister for Financial Services and
Superannuation, the Hon. Bill Shorten MP, asked CAMAC to undertake
that review.
CSEF refers to arrangements through which a business (the issuer) seeks to
raise capital, particularly early-stage funding, by offering small debt or
equity interests in the issuer to large numbers of investors through a crowd
funding online platform, which serves as an intermediary between the
issuer and the investors.
In September 2013, CAMAC published a discussion paper Crowd sourced
equity funding, which took into account the current position in Australia in
regard to this form of corporate fundraising as well as developments in the
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Corporations and Markets Advisory Committee
United States, Canada, Europe and New Zealand. CAMAC invited
submissions by the end of November 2013 on the matters raised in the
discussion paper.
Given the developing nature of CSEF regulation in various jurisdictions,
CAMAC published online updates of the discussion paper in November
and December 2013 and March 2014.
CAMAC reported in May 2014.
The report proposes a regulatory structure specifically designed for CSEF,
noting that this form of fundraising has the potential to encourage and
stimulate the innovative start-up and other small-scale enterprise sector,
with its significance for productivity, competitiveness and growth in the
Australian economy.
CAMAC’s proposals are deregulatory in that they seek to overcome current
legal impediments to Australian companies (issuers) raising funds through
CSEF. However, in the view of CAMAC, for this form of corporate
fundraising to operate in the best interests of investors as well as issuers, a
regulatory structure specifically designed for CSEF needs to be developed.
The elements of this proposed structure are set out in the CSEF report.
In developing this structure, CAMAC closely considered recent initiatives
in key overseas jurisdictions, including the United States of America,
Canada, the United Kingdom and New Zealand, as well as developments at
the European Union level, given the global reach of the internet and the
capacity of issuers to make offers to crowd investors wherever located.
Key proposals in the report, as also explained in the Guide through the
CAMAC report, include:
Matters affecting issuers

a requirement that online offers be made by a public company, but with
the creation of a new classification of ‘exempt public company’, to
operate for a limited period only and involving fewer regulatory
requirements during that period, as an alternative to the existing
category of public company

specific disclosure requirements, with the legislation providing a
standard issuer disclosure template, concerning the rights attached to
shares offered to the crowd and how those rights compare or contrast
with the rights attached to any other shares that the company has issued
or can issue

a cap on an offer by any issuer of $2 million in any 12 month period
Annual Report 2013–14
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Corporations and Markets Advisory Committee

controls on advertising
Matters affecting intermediaries

each equity offer to the crowd would be conducted through one
licensed intermediary only, chosen by the issuer and operating online
only

intermediaries conducting limited due diligence checks on issuers and
providing a generic risk disclosure statement to crowd investors and
communication facilities between issuers and investors

prohibitions relating to conflicts of interest, the provision of advice to
investors, solicitation of investors and lending to investors to acquire
shares through the crowdfunding website
Matters affecting investors

a limitation on investment by each crowd investor of $2,500 per issuer,
and $10,000 for all issuers, in any 12 month period (though with no
penalty for an investor who breaches this limitation)

a requirement for each crowd investor to acknowledge the risk
disclosure statement before investing

cooling-off and other withdrawal rights

share resale restrictions for persons associated with the issuer.
The CAMAC report has been well received, both in Australia and
elsewhere. For instance, the Chair of Innovation Australia (an Australian
Government agency coming within the portfolio of the Department of
Industry), in a letter to CAMAC of 8 July 2014, stated that:
CAMAC’s report is comprehensive and offers a thorough
examination of and guidance on the many issues which fall to be
addressed. As such, it provides the groundwork for the
establishment of a regulatory regime to facilitate crowd sourced
equity funding in Australia.-…- On behalf of Innovation Australia,
I would like to commend CAMAC for its valuable work in this
important area.
The Ontario Securities Commission has indicated that it will closely
consider the CAMAC report in settling its proposals for the regulation of
crowd sourced equity funding in Canada, expected in the first quarter of
2015.
The Securities Commission Malaysia in its public consultation paper
Proposed regulatory framework for equity crowdfunding (August 2014) has
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Corporations and Markets Advisory Committee
closely utilised the analytical structure, and information, in the CAMAC
report.
Managed investment schemes
In November 2010, the then Parliamentary Secretary to the Treasurer, the
Hon. David Bradbury MP (the PST), referred to CAMAC for consideration
and advice various specific matters concerning the regulation of managed
investment schemes in financial stress, including the workability of the
current temporary responsible entity (RE) framework, the ability of REs to
restructure financially viable schemes and the adequacy of the current
statutory framework for the winding up of schemes.
CAMAC reported on these matters in its July 2012 report Managed
Investment Schemes.
The PST also asked CAMAC to report on ‘other proposals to improve
Chapter 5C of the Corporations Act’, including in relation to convening
scheme meetings, cross-guarantees entered into by REs on behalf of other
group members and statutory limited liability of scheme members.
CAMAC’s July 2012 report covered the specific areas raised by the PST,
but foreshadowed a second stage of the managed investment review to deal
with the wide range of matters covered by this more general request.
In March 2014, CAMAC published its discussion paper The establishment
and operation of managed investment schemes, dealing with a wide range
of proposals to improve Chapter 5C of the Corporations Act, taking into
account experience with this Chapter since its introduction in 1998. That
discussion paper was the output of extensive deliberations by the
subcommittee, which met 8 times in the period from the second half of
2012, as well as valuable contributions by other CAMAC members.
In preparing the discussion paper, CAMAC was mindful of the
Government’s commitment to the promotion of productivity, including by
reducing regulatory burden on industry, consistent with its deregulatory
agenda.
Consequently, the paper explored ways to reduce compliance burdens. For
instance, it:

raised the possibility of streamlining regulatory requirements by
subsuming the compliance requirements for schemes into the broader
risk management framework that encompasses those schemes

reviewed the various disclosure requirements for schemes with a view
to determining what disclosure regime would best achieve the
information needs of scheme investors, while avoiding undue
administrative burdens
Annual Report 2013–14
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Corporations and Markets Advisory Committee

canvassed the possibility of assisting responsible entities to manage
scheme capital by providing a statutory buy-back procedure similar to
that for companies. This would provide considerable administrative
cost savings to stapled entities that want to buy back the units in
schemes at the same time as buying back the shares in companies to
which those units are stapled

raised the possibility of extending ASIC’s modification powers to
enable it to reduce regulatory requirements in appropriate cases

raised issues relating to valuation of scheme assets, which is a key
factor in the pricing of scheme interests and is of particular
significance for investors in unlisted schemes.
The discussion paper pointed out that reforms in these areas have the
potential to reduce uncertainty in the marketplace and otherwise minimise
undue administrative and legal compliance costs.
Other matters with which the paper dealt include definitional matters,
scheme registration, enforcement and amendment of the scheme
constitution, the duties and entitlements of the responsible entity, scheme
meetings, scheme takeovers and scheme reorganizations.
CAMAC invited submissions by 6 June 2014. However, before that date,
the Government announced its decision to abolish CAMAC and requested
that existing work on this topic be transferred to Treasury.
This discussion paper, together with CAMAC’s July 2012 report on this
area, constituted a comprehensive review of this sector of the Australian
economy.
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Corporations and Markets Advisory Committee
Implementation of recommendations
In April 2014, an Exposure Draft of the Corporations Legislation
Amendment (Deregulatory and Other Measures) Bill 2014 was released.
The draft Bill is a package of repeal and streamlining amendments to the
Corporations Act and the ASIC Act, to reduce compliance costs for
business. The proposed amendments in the draft Bill:

remove the obligation to hold a general meeting on the request of 100
shareholders (this was recommended by CAMAC in its report
Shareholder Participation in the Modern Listed Public Company
(2000), which was supported in the CAMAC discussion paper on the
AGM and shareholder engagement)

improve the executive remuneration disclosure regime in Australia by:
–
requiring listed disclosing entities to include in their remuneration
reports a general description of their remuneration framework, to
the extent that it is not included elsewhere in the annual report
(this adopts the recommendation in Section 3.5.3 of the CAMAC
report Executive remuneration (2011))
–
replacing the requirement to report the value of lapsed options and
the percentage value of remuneration consisting of options with a
requirement to disclose the number of lapsed options and the year
in which the lapsed options were granted (this adopts the
recommendation in Section 3.14.3 of the CAMAC Executive
remuneration report).
Annual Report 2013–14
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Corporations and Markets Advisory Committee
Outlook for 2014–15
As a result of the decision taken by the Government in the May 2014
budget, it is expected that CAMAC will cease operations during the
2014-15 financial year.
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Corporations and Markets Advisory Committee
References to CAMAC’s work
During 2013–14, CAMAC’s work continued to be recognised in the media
and in academic and professional journals.
Crowd sourced equity funding

D Armstrong, ‘Crowd sourced equity fundraising convergence, the
public and the private – some serious questions and a case for a
national Fundraising Act?’ (2014) 25 Journal of Banking and Finance
Law and Practice 115

D Goldberg and R Doherty, ‘CAMAC’s swan song – what does it
mean for crowdfunding in Australia?’ Addisons Focus Papers
11 June 2014

A Beatty, A Bansal and J Vongratsavai, ‘Financial services update —
recent developments and what’s next: Part 3’ (2013) 12(6) Financial
Services Newsletter 101

T Featherstone,
‘Attracting
(September 2014) at 25
a
crowd’
Company
Director
Annual general meeting and shareholder
engagement

G North, ‘Public company communication, engagement and
accountability: Where are we and where should we be heading?’
(2013) 31 Company and Securities Law Journal 167

L Chapple and T Hubner, ‘The ‘two strikes’ rule on the remuneration
report — threats and opportunities for boards’ (2013) 28 Australian
Journal of Corporate Law 166
Managed investment schemes

A Serpell, ‘A review of risk disclosure obligations for complex
unlisted managed investment schemes’ (2013) 28 Australian Journal
of Corporate Law 181

‘CAMAC to Review the Managed Investment Scheme Provisions of
the Corporations Act’ The Baxt Report 10 BAXT 2(9)
Annual Report 2013–14
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Corporations and Markets Advisory Committee

M Lawson and A Yik, ‘CAMAC’s March 2014 discussion paper on
the establishment and management of managed investment schemes —
a precursor to the FSI?’ (2014) 13(2) Financial Services Newsletter 25

S Judge, ‘Industry insight — the council’s counsel: 2014 and beyond:
wealth management reforms — what’s on the radar?’ (2013) 12(6)
Financial Services Newsletter 83
Administration of charitable trusts

E Brown, ‘The CAMAC report on charitable trusts and trustee
companies – listed financial services providers or benevolent
institutions?’ (2014) 42 Australian Business Law Review 260
Executive remuneration

A Carrigan, ‘Australian corporate CEOs are less powerful than they
once were’ (2014) 29 Australian Journal of Corporate Law 212

L Chapple and T Hubner, ‘The ‘two strikes’ rule on the remuneration
report — threats and opportunities for boards’ (2013) 28 Australian
Journal of Corporate Law 166

‘Executive Remuneration Reforms’ The Baxt Report 9 BAXT 1(3)
Derivatives

S Farrell, ‘Sovereignty lost: The impact of an imperfect federation of
international financial markets laws’ (2013) 28 Journal of
International Banking Law and Regulation 479
Market integrity

E Armson, ‘High Court clarifies market manipulation definition’
(2014) 32 Company and Securities Law Journal 146

V Brand, S Lombard, J Fitzpatrick, ‘Bounty hunters, whistleblowers
and a new regulatory paradigm’ (2013) 41 Australian Business Law
Review 292

G North, ‘Public company communication, engagement and
accountability: Where are we and where should we be heading?’ 31
Company and Securities Law Journal 167
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Corporations and Markets Advisory Committee
Board diversity

A Klettner, T Clarke and M Boersma, ‘The impact of soft law on social
change: Measurable objectives for achieving gender diversity on
boards of directors’ (2013) 28 Australian Journal of Corporate Law
138
Members’ schemes of arrangement

Aurora Oil & Gas Ltd, in the matter of Aurora Oil & Gas Ltd (No 2)
[2014] FCA 752
Annual Report 2013–14
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Corporations and Markets Advisory Committee
Past reports
CAMAC has provided the following reports and related papers. Most of
these reports were preceded by CAMAC discussion papers, in effect nearly
doubling the number of CAMAC publications in the following list:

Crowd sourced equity funding (May 2014)

The establishment and operation of managed investment schemes
(March 2014) (discussion paper, report not completed due to the
decision to abolish CAMAC)

Administration of charitable trusts (May 2013)

The AGM and shareholder engagement (September 2012) (discussion
paper, report not completed due to the decision to abolish CAMAC)

Managed investment schemes (July 2012)

Derivatives (December 2011)

Executive remuneration (April 2011)

Executive remuneration information paper (July 2010)

Guidance for directors (April 2010)

Members’ schemes of arrangement (December 2009)

Aspects of market integrity (June 2009)

Diversity on boards of directors (March 2009)

Shareholder claims against insolvent companies: implications of the
Sons of Gwalia decision (December 2008)

Issues in external administration (November 2008)

Long-tail liabilities: the treatment of unascertained future personal
injury claims (May 2008)

The social responsibility of corporations (December 2006)

Personal liability for corporate fault (September 2006)

Corporate duties below board level (April 2006)
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Corporations and Markets Advisory Committee

Rehabilitating large and complex enterprises in financial difficulties
(October 2004)

Directors and officers insurance (June 2004)

Insider trading (November 2003)

Retail client compensation in financial markets (September 2001)

Charges over uncertificated securities (April 2001)

Sections 181 and 189 of the Corporations Law (October 2000)

Qualifications and experience for secretaries of public companies
(August 2000)

Shareholder participation in the modern listed public company
(Company meetings) (June 2000)

Corporate groups (May 2000)

Jurisdictional legal risk for collateral securities (May 2000)

Liability of members of managed investment schemes (March 2000)

Compulsory acquisitions (March 2000)

Compulsory acquisitions and buy-outs (March 1999)

Reform of ss 621(4) and 623(2) and (3) of the Corporate Law
Economic Reform Program Bill 1998 (December 1998)

Corporate voluntary administration (June 1998)

Netting in financial markets transactions (June 1997)

Regulation of on-exchange and OTC derivatives markets (June 1997)

Continuous disclosure (November 1996)

Compulsory acquisitions (January 1996)

Law of derivatives: an international comparison (January 1995)

Anomalies in the takeovers provisions of the Corporations Law
(March 1994)

Collective investments: other people’s money (September 1993) (in
conjunction with the Australian Law Reform Commission)

Statutory derivative actions (July 1993)
Annual Report 2013–14
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Corporations and Markets Advisory Committee

Collective investments: superannuation (March 1992) (in conjunction
with the Australian Law Reform Commission)

Prospectus law reform (March 1992)

Company directors and officers: indemnification, relief and insurance
(February 1992)

An enhanced statutory disclosure system (September 1991)

Report on reform of the law governing corporate financial transactions
(Related party financial transactions) (July 1991).
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Corporations and Markets Advisory Committee
The Committee
Overview
CAMAC is established under the Australian Securities and Investments
Commission Act 2001 (the ASIC Act) to provide informed and expert
advice to the Minister about corporate, financial product and financial
market matters (ss 1(1)(c) and 148).
In May 2014, the Government, as part of the budget, announced its decision
to abolish CAMAC during the 2014-15 financial year.
CAMAC’s members were appointed by the Minister following consultation
with the States and Territories. The terms of seven members expired in
May 2014 and were not renewed, nor were any new appointments made. In
consequence, CAMAC had four members from 22 May 2014.
The terms of the CAMAC Audit Committee members ended on the expiry
of their terms as members in May 2014. The CAMAC Convenor appointed
two of the remaining CAMAC members to the Audit Committee.
During 2013–14, there were CAMAC subcommittees for managed
investments, annual general meetings and shareholder engagement, and
crowd sourced equity funding.
During 2013–14, CAMAC came under the Financial Management and
Accountability Act 1997 for the purpose of financial accountability.
The Committee was supported by a full-time Executive located in Sydney.
Functions
The Committee’s statutory functions are ‘on its own initiative or when
requested by the Minister, to advise the Minister, and to make to the
Minister such recommendations as it thinks fit, about any matter’ relating to
corporations and financial services law, administration and practice. The
Committee sees its role as being to provide informed, objective and
independent advice to the Minister on such matters. In so doing, it seeks to
promote a sound and effective regulatory framework for corporate activity
and financial services and efficient financial markets.
CAMAC comes under the Treasury Portfolio.
Annual Report 2013–14
19
Corporations and Markets Advisory Committee
In fulfilling its functions, CAMAC undertook reviews, resulting in the
presentation and publication of reports, and also responded to particular
requests from the Minister for advice. Its general practice for conducting a
major review was to establish a subcommittee that included CAMAC and
Legal Committee members, and other persons, with relevant expertise and
interest and invite and consider submissions from interested persons before
settling a report to the Minister. In matters where the Minister required
urgent advice, CAMAC prepared a report on the basis of its own
deliberations.
Through consultation and the provision of timely advice to the Minister,
CAMAC sought to ensure that Australian financial markets and
corporations operate in a commercial environment of the highest standard,
supported by appropriate legislation.
Membership
CAMAC is a body corporate, comprising part-time members appointed in
their personal capacity by the Minister. The Minister appoints one of the
members as the Convenor.
The members were selected, following consultation between the
Commonwealth and the States, on the basis of their knowledge of, or
experience in, business, the administration of companies, the financial
markets, financial products and financial services, law, economics or
accounting. The Chairperson of the Australian Securities and Investments
Commission (ASIC) is a member of CAMAC by virtue of s 147 of the
ASIC Act. The ASIC Chairperson may nominate a member of ASIC or an
SES employee or acting SES employee of ASIC to attend in his or her
place (s 153(1A), (1B)).
The members during 2013–14 are set out below.

Joanne Rees, Convenor (Sydney) (appointed until April 2016).
Joanne is Chief Executive Officer of Allygroup and has a diverse range
of senior experience in consulting and legal services. Over the past 17
years she has focused on advising both federal and State governments
as a lawyer and consultant. As managing partner of Phillips Fox in
Canberra from 1992–1999, Joanne handled key accounts for many
federal government agencies, including the Department of Health and
Aged Services, Comcare, Defence, ComSuper, the Health Insurance
Commission, AusAID, the Department of Finance and Administration,
Centrelink, the Public Service Commission and the Department of
Social Security. In 2001, Joanne was hired by the Australian Securities
and Investments Commission to manage its most significant civil
penalty prosecutions following major corporate collapses. Joanne was
subsequently the lead partner in establishing Ernst & Young’s NSW
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Annual Report 2013–14
Corporations and Markets Advisory Committee
Government practice and has brought her expertise in governance, law
and risk management to her role as a non-executive director on a
number of government boards and committees. As CEO of Allygroup
she
currently advises
the
Australian Taxation Office,
Attorney-General’s Department and Defence. Throughout her diverse
career, Joanne has managed to drive change in organizations to
improve the long-term sustainability and integrity of organizational
practices.

David Gomez (Darwin) (appointed until May 2014). David is Chief
Financial Officer of the Northern Territory Government’s Land
Development Corporation, AustralAsia Railway Corporation and the
Darwin Waterfront Corporation. His previous roles include as principal
at Merit Partners Accountants, Director Operations at ASIC’s Northern
Territory Regional Office, a lawyer with the Australian Government
Solicitor, State Manager of Fraud Prevention and Internal Audit of the
Commonwealth Department of Employment Education Training and
an insolvency accountant with PKF Chartered Accountants. He is an
adjunct lecturer at Charles Darwin University and has lectured in
business and law subjects. He is a member of the ASIC Regional
Liaison Committee, a fellow of CPA Australia and a member of the
Law Society of the Northern Territory. David’s term expired on
22 May 2014.

Teresa Handicott (Brisbane) (appointed until May 2016). Teresa is
a partner with Corrs Chambers Westgarth and the youngest person and
first woman to be appointed chair of its board. She has over two
decades of experience in mergers and acquisitions, including nine
years as a member of the Takeovers Panel. Teresa has served as an
associate commissioner of the Australian Competition and Consumer
Commission and as a director of CS Energy Limited and of the
Queensland Cultural Centre Trust. Teresa’s other roles include
Queensland University of Technology (QUT) Council Member,
Chairman of the QUT Law Founders’ Scholarship Fund, Director,
Bangarra Dance Theatre Australia Ltd (from July 2013), Member of
Chief Executive Women (CEW) and Member, Scholarship Committee
CEW. She is a Finsia Senior Fellow.

Alice McCleary (Adelaide) (appointed until May 2014). Alice is a
professional director and chartered accountant. She is a member of
several boards and committees in the private and public sectors. Her
professional background is in corporate taxation. Alice’s term expired
on 22 May 2014.

Denise McComish (Perth) (appointed until May 2014). Denise has
been a partner at KPMG for over 20 years, with significant experience
in providing audit and assurance services to major companies operating
Annual Report 2013–14
21
Corporations and Markets Advisory Committee
in Western Australia, nationally and globally, particularly in the
financial services, infrastructure and mining sectors. She regularly
reports on internal controls, governance and risk issues to Boards and
Audit Committees. She also has expertise in International Financial
Reporting Standards, and served for six years on the Australian
Accounting Standards Board. She is a fellow of the Institute of
Chartered Accountants in Australia, a member of the Takeovers Panel,
Pro-Chancellor of Edith Cowan University, and a director of other
not-for-profit organizations. Denise’s term expired on 22 May 2014.

Greg Medcraft (Sydney). Greg is Chairman of the Australian
Securities and Investments Commission, having been appointed to that
position in May 2011 for a five year term. Greg joined ASIC as a
Commissioner in February 2009. Before joining ASIC, Greg was Chief
Executive Officer and Executive Director at the Australian
Securitisation Forum. Greg spent nearly 30 years in investment
banking at Société Générale in Australia, Asia, Europe and the
Americas. More recently, he was the Managing Director and Global
Head of Securitisation, based in New York. In 2002, Greg co-founded
the American Securitization Forum and was its Chairman from 2005
until 2007 when he returned to Australia. In January 2008, he was
appointed Chairman Emeritus of the Forum. In March 2013, Greg was
appointed as Chair of the International Organization of Securities
Commissions (IOSCO).

Michael Murray (Sydney) (appointed until May 2014). Michael is
the Legal Director of the Australian Restructuring Insolvency &
Turnaround Association (ARITA) (formerly the Insolvency
Practitioners Association). He was previously a lawyer with the
Australian Government Solicitor working in insolvency, tax and
regulatory law. He was a solicitor assisting on the HIH Royal
Commission from 2001 to 2003. Michael has written and presented
widely on a range of issues in corporate and personal insolvency and is
the author of Keay’s Insolvency (7th ed, with Jason Harris) and of
CCH’s Australian Insolvency Management Practice. He is a member
of INSOL International’s Academics Group. Michael’s term expired
on 22 May 2014.

Geoffrey Nicoll (Canberra) (appointed until May 2014). Geoff is an
Executive Member of the Business Law Section of the Law Council of
Australia. Since 2003, he has also sat as the Law Council’s
representative on the Business Advisory Committee of ASIC. At the
University of Canberra, Geoff was the Director of the National Centre
for Corporate Law and Policy Research (from 2006 to 2009), Acting
Head of the Law School (2005), Director of the University’s
Governance Research Area (2004), and an Academic Director of the
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Annual Report 2013–14
Corporations and Markets Advisory Committee
National Institute for Governance (from 2000 to 2003). Geoff’s term
expired on 22 May 2014.

John Price (Melbourne) (nominee of ASIC Chairman from
May 2012). John commenced as an ASIC Commissioner on
21 March 2012. He has over 15 years regulatory experience in a
variety of roles at ASIC relating to policy making, fundraising,
mergers and acquisitions, financial services and products, licensing,
insolvency and financial reporting and audit. John is a current member
of the Financial Reporting Council, a body providing broad oversight
of various accounting and audit related issues in Australia. John is also
a current member of the Council of Financial Regulators, the
coordinating body for Australia's main financial regulatory agencies.
Prior to joining ASIC, John worked in the Gold Coast and Brisbane
offices of Corrs Chambers Westgarth, a national law firm.
Pursuant to s 153(1A), (1B) of the ASIC Act, John attended meetings
as the nominee of the ASIC Chairman.

Ian Ramsay (Melbourne) (appointed until May 2014). Ian is the
Harold Ford Professor of Commercial Law at Melbourne Law School,
University of Melbourne, where he is Director of the Centre for
Corporate Law and Securities Regulation. He has practised law with
firms in New York and Sydney. He is a member of the Australian
Securities and Investments Commission External Advisory Panel, the
Companies Auditors and Liquidators Disciplinary Board, and the
Corporations Law Committee of the Law Council of Australia. Former
positions he has held include Dean of Melbourne Law School at the
University of Melbourne, Head of the Federal Government inquiry on
auditor independence, member of the International Federation of
Accountants taskforce on rebuilding confidence in financial reporting,
member of the Takeovers Panel and member of the Law Committee of
the Australian Institute of Company Directors. Ian has published
extensively on corporate law issues both internationally and in
Australia. Ian’s term expired on 22 May 2014.

Brian Salter (Sydney) (appointed until May 2016). Brian is the
General Counsel at AMP. Brian has 30 years’ experience in the legal
profession advising many of Australia’s leading financial and wealth
management companies. Prior to joining AMP, he was a partner with
law firm Clayton Utz for 19 years. Brian is also a member of the Legal
Committee of the Australian Institute of Company Directors and the
Corporations Committee of the Business Law Section of the Law
Council of Australia. He is a former Chairman and National
Committee member of the Australian Securitisation Forum and is
presently a director of AMP Superannuation Limited and SCECGS
Redlands Limited. Brian was appointed to the Legal Committee in
Annual Report 2013–14
23
Corporations and Markets Advisory Committee
September 2011 and subsequently became a CAMAC member in
May 2013.

Greg Vickery AO (Brisbane) (appointed until May 2014). Greg is
Special Counsel at Norton Rose Australia. He practised law as a
Partner for 40 years, primarily in the corporate and commercial areas.
He is a former President of the Queensland Law Society. He is an
Adjunct Professor of Law at the University of Queensland and
regularly speaks on aspects of company law. He is a member of the
Regional ASIC Committee in Queensland and of several Boards. He is
the immediate past President of Australian Red Cross and is now
Chairman of the International Standing Commission of the Red Cross
and Red Crescent Societies. Greg’s term expired on 22 May 2014.
During 2013–14, CAMAC met 5 times. The members attended the
following number of meetings:

Joanne Rees—4

David Gomez—5

Teresa Handicott—4

Alice McCleary—3

Denise McComish—4

Michael Murray—4

Geoffrey Nicoll—4

John Price (nominee of ASIC Chairman)—5

Ian Ramsay—4

Brian Salter—5

Greg Vickery AO—4.
Joanne Rees presented on the annual general meeting at one conference.
Subcommittees
During 2013–14, CAMAC had subcommittees for each of its current terms
of reference.
Members of CAMAC subcommittees included CAMAC and Legal
Committee members (or former members) with relevant expertise and
interest.
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Annual Report 2013–14
Corporations and Markets Advisory Committee
Managed investment schemes
The managed investment schemes subcommittee (the schemes
subcommittee) comprised Robert Seidler (chair), Michael Murray and
Geoffrey Nicoll of CAMAC, James Marshall and David Proudman,
formerly members of the Legal Committee, and Michelle Reid and Wen
Leung from ASIC. The subcommittee met 4 times in 2013–14.
The AGM and shareholder engagement
The AGM and shareholder engagement subcommittee (the AGM
subcommittee) comprised Ian Ramsay (chair), Denise McComish, Geoff
Nicoll, Joanne Rees and Brian Salter from CAMAC, Elizabeth Boros,
formerly a member of the Legal Committee, and Jane Eccleston from
ASIC. The subcommittee met 4 times in 2013–14.
Crowd sourced equity funding
The crowd sourced equity funding subcommittee comprised Greg Vickery
(chair), Teresa Handicott, Ian Ramsay and Brian Salter from CAMAC and
Maan Beydoun of ASIC. The subcommittee met 5 times in 2013–14.
Audit Committee
The Convenor, as Chief Executive of CAMAC, established an audit
committee, with the terms of reference required by regulation 22C of the
Financial Management and Accountability Regulations 1997, in
compliance with s 46 of the Financial Management and Accountability Act
1997.
During 2013–14, Alice McCleary was chair of the Audit Committee until
May 2014. The other members until May 2014 were David Gomez and
Denise McComish. Subsequently, Brian Salter was appointed as chair of
the Audit Committee and Teresa Handicott as a member.
During 2013–14, the Audit Committee met three times.
Work of the Committee during 2013–14 included:

reviewing the CAMAC procedures for making payments

reviewing CAMAC’s 2012–13 financial statements.
Legal Committee
CAMAC, under s 154 of the ASIC Act, may inform itself in such manner
as it sees fit. Pursuant to that provision, the Legal Committee was formally
Annual Report 2013–14
25
Corporations and Markets Advisory Committee
established in September 1991. Its function was to provide expert legal
analysis, assessment and advice to CAMAC in relation to such matters as
were referred to it by CAMAC.
The members of the Legal Committee were appointed in their personal
capacity by the Minister. They were selected from throughout Australia,
following consultation between the Commonwealth and the States, on the
basis of their expertise in corporate law.
The members during 2013–14 are set out below.

Greg Vickery AO (Brisbane) (appointed until May 2014). Greg is
Special Counsel at Norton Rose Australia. He practised law as a
Partner for 40 years, primarily in the corporate and commercial areas.
He is a former President of the Queensland Law Society. He is an
Adjunct Professor of Law at the University of Queensland and
regularly speaks on aspects of company law. He is a member of the
Regional ASIC Committee in Queensland and of several Boards. He is
the immediate past President of Australian Red Cross and is now
Chairman of the International Standing Commission of the Red Cross
and Red Crescent Societies. Greg’s term expired on 22 May 2014.

Rosey Batt (Adelaide) (appointed until May 2014). Rosey is the
Principal of Rosey Batt and Associates, which she founded in 2001
after spending a number of years as a partner with Minter Ellison and
then Norman Waterhouse. Her primary areas of practice are in
Business Transactions, Trade Practices, Commercialisation of Business
Opportunities, Intellectual Property, Agriculture and Corporate
Governance. She has had extensive commercial legal experience acting
for Publicly Listed Corporations, SME’s and individuals and in
complex Aviation, Corporations Law, Banking and Finance and Trade
Practices litigation. As well as being a facilitator for the Australian
Institute of Company Directors in their Company Directors Course, she
has extensive Board experience and currently sits on several Private
and Not for Profit Boards. Rosey’s term expired on 22 May 2014.

Damian Egan (Hobart) (appointed until September 2014). Damian
is a commercial law partner with Murdoch Clarke and President of the
Retirement Benefits Fund Board (Tasmania) and chair of its
Investment Committee. He is a board member of Hobart Airport and
several responsible entities (trustees) concerning mortgage funds and
mortgage backed securities. Damian is also a member of the governing
board of Hobart City Mission. Damian’s term expired on
8 September 2014.

Brian Salter (Sydney) (appointed until September 2014). Brian is
the General Counsel at AMP. Brian has 30 years’ experience in the
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Annual Report 2013–14
Corporations and Markets Advisory Committee
legal profession advising many of Australia’s leading financial and
wealth management companies. Prior to joining AMP, he was a partner
with law firm Clayton Utz for 19 years. Brian is also a member of the
Legal Committee of the Australian Institute of Company Directors and
the Corporations Committee of the Business Law Section of the Law
Council of Australia. He is a former Chairman and National
Committee member of the Australian Securitisation Forum and is
presently a director of AMP Superannuation Limited and SCECGS
Redlands Limited. Brian was appointed to the Legal Committee in
September 2011 and subsequently became a CAMAC member in
May 2013. Brian’s term as a member of the Legal Committee expired
on 8 September 2014.

Rachel Webber (Perth) (appointed until September 2014). Rachel
is a Special Counsel at Jackson McDonald, practising in corporate and
commercial law. Her primary areas of expertise include corporations
law advice, with an emphasis on financial services regulation,
corporate fundraising, ASX compliance, managed investments,
mergers and acquisitions and general commercial law. She is the
convenor of the Commercial Law Committee of the Law Society of
Western Australia and is a member of the Corporations Committee of
the Business Law Section of the Law Council of Australia. Rachel’s
term expired on 8 September 2014.
During 2013–14, members of the Legal Committee served on various
subcommittees of CAMAC in regard to current projects.
Executive
As at 30 June 2014, CAMAC had a full-time Executive of three officers,
being John Kluver (Executive Director), Vincent Jewell (Deputy Director)
and Thaumani (Timmi) Parrino (Office Manager).
The role of the Executive has been to carry out research, liaise with
interested organizations and individuals and prepare, on the basis of the
Committee’s deliberations, draft papers and other material for the
Committee’s consideration.
John Kluver has presented on crowd sourced equity funding at a series of
conferences and seminars in Australia and New Zealand.
Coordination with other bodies
CAMAC, through the Executive, maintained contact with officers of the
Commonwealth Treasury, ASIC and other relevant government and private
sector bodies. Representatives of Treasury attended CAMAC meetings, at
the invitation of the Committee.
Annual Report 2013–14
27
Corporations and Markets Advisory Committee
CAMAC also received administrative support from ASIC, including, in
particular, from ASIC’s Finance Section in Sydney, its Payroll Section in
Brisbane, its information technology officers and the ASIC Library.
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Annual Report 2013–14
Corporations and Markets Advisory Committee
Persons who served with CAMAC
CAMAC
Convenors
Mark Burrows (Convenor 1989-1994)
David Hoare (Convenor 1994-1997)
Richard St John (Convenor 1998-2010)
Joanne Rees (Convenor 2010-2014)
Other members
Don Argus
Zelinda Bafile
John Barner
Reg Barrett
Tim Besley
Elizabeth Boros
Barbara Bradshaw
Philip Brown
Brendan Byrne (ex officio, nominee of ASIC Chairman)
Alan Cameron AO (ex officio, ASIC Chairman)
Berna Collier (ex officio, nominee of ASIC Chairman)
Jeremy Cooper (ex officio, nominee of ASIC Chairman)
David Crawford
Patricia Cross
Susan Doyle
Kevin Driscoll
Ian Eddie
Patricia Faulkner
Andrew Fawcett (ex officio, nominee of ASIC Chairman)
Annual Report 2013–14
Corporations and Markets Advisory Committee
Belinda Gibson (ex officio, nominee of ASIC Chairman)
David Gomez
Peter Griffin
William Gurry
Leigh Hall AM
Greg Hancock
Teresa Handicott
Tony Hartnell (ex officio, ASIC Chairman)
Robert Hudson
Nicki Hutley
Merran Kelsall
Michael Kent
Patricia Khor
David Knott (ex officio, ASIC Chairman)
Richard Lester
Wayne Lonergan
John Maslen
Jane McAloon
Louise McBride
Ann McCallum
Alice McCleary
Denise McComish
Alan McGregor AO
John McIntosh
Marian Micalizzi
Michael Murray
Geoffrey Nicoll
John Price (ex officio, nominee of ASIC Chairman)
Ian Ramsay
Mark Rayner
Brian Salter
29
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Annual Report 2013–14
Corporations and Markets Advisory Committee
Robert Seidler AM
John Story
Andrew Turnbull
Greg Vickery AO
Alexander Vrisakis
Charles Williams
Nerolie Withnall
Stephen Yen (ex officio, nominee of ASIC Chairman)
Legal Committee
Convenors
Reg Barrett (Convenor 1990-2000)
Nerolie Withnall (Convenor 2001-2009)
Greg Vickery AO (Convenor 2010-2014)
Other members
Tony Abbott
Julie Abramson
Elspeth Arnold
Rosey Batt
Tim Bednall
Lyn Bennett
Ashley Black
Elizabeth Boros
Tom Bostock
Ian Briggs
Brendan Byrne
Suzanne Corcoran
Michelle D’Adamo
James Douglas
Damian Egan
Annual Report 2013–14
Corporations and Markets Advisory Committee
Andrew Fawcett
Colin Galbraith
Rod Halstead
Brett Heading
Jennifer Hill
Geoff Hone
Peter James
Francis Landels
Duncan Maclean
James Marshall
Bernard McCabe
Marie McDonald
Grant Moodie
Wendy Peter
David Proudman
Brian Salter
Kim Santow
Jillian Segal
Laurie Shervington
Valentine Smith
Malcolm Starr
Simon Stretton
Anne Trimmer
Gabrielle Upton
Gary Watts
Rachel Webber
Elizabeth Whitelaw
Dick Whitington
Barbara Whittle
Stephen Yen
31
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Annual Report 2013–14
Corporations and Markets Advisory Committee
Persons who served in other capacities
ASIC representatives on CAMAC subcommittees
Maan Beydoun
Diane Brown
Jane Eccleston
Kate Hamilton
Pamela Hanrahan
Wen Leung
Geoff McCarthy
Michelle Reid
Netting Sub-Committee
Robert Austin (Chairman)
Brenda Berkeley
David Clifford
Bob Daley
Rory Derham
Tony Dreise
Kenton Farrow
Ian Gilbert
Brian Gray
Leigh Hall
Ted Kerr
Nick Korner
Andrew Lumsden
Jim Murphy
Malcolm Starr
John Stumbles
Ray Terkelsen
Ken Williams
Annual Report 2013–14
Corporations and Markets Advisory Committee
Derivatives Advisory Panel
Brenda Berkeley
Ian Crofts
John Currie
Kenton Farrow
Marilyn Forde
Michael Hains
Leigh Hall
David Hornery
Tony Hunter
Grahame Johnson
Paula Kelly
Steven Lambert
Geoff Marriott
Jim Murphy
Keven Rainbow
John Rappell
Malcolm Rodgers
Malcolm Starr
Ellen Stoddart
Geoff Thompson
Peter Warne
Robert Webster
Julie Wright
Consultant on compensation arrangements
Ric Spooner
33
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Annual Report 2013–14
Corporations and Markets Advisory Committee
Executive
Long-serving
John Kluver (Executive Director since the establishment of CAMAC in
1989)
Vincent Jewell (Deputy Director since 1992)
Timmi Parrino (Office Manager since 1990)
Others
Mark Blair
Anne Durie
Thurza Getzler
Annette Golden
Paula Kelly
Stephen Lyons
Ian Ramsay
Annual Report 2013–14
35
Corporations and Markets Advisory Committee
Other information
Financial performance
CAMAC operated within budget during the 2013–14 financial year.
Ethics
CAMAC staff members are required to adhere to the Australian Public
Service values and code of conduct under the Public Service Act 1999.
Australian Public Service values include commitment to service, ethical
behaviour, respect for all people, accountability and impartiality.
The requirements of the code of conduct include honesty, care and
diligence, courtesy, compliance with the law, avoiding conflicts of interest
and proper use of Commonwealth resources and information.
Fraud
CAMAC has a fraud control plan, which it implements with the assistance
of the ASIC fraud control section, and a fraud business risk assessment.
CAMAC has appropriate fraud prevention, detection, investigation,
reporting and data collection procedures and processes that meet its needs
and comply with the Commonwealth Fraud Control Guidelines (including
the reporting aspects of those guidelines).
CAMAC has taken all reasonable measures to minimise the possibility of
fraud and to ensure that any fraud against CAMAC will be investigated and
the proceeds of that fraud recovered. These measures have proved effective,
as there have been no known incidents of fraud.
External scrutiny
CAMAC’s accounting records are audited each year by the Australian
National Audit Office.
During the financial year, there were no judicial decisions or decisions of
administrative tribunals or reports by the Auditor-General (other than the
annual independent auditor’s report prepared by the Australian National
Audit Office on CAMAC’s financial statements), a Parliamentary
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Corporations and Markets Advisory Committee
Committee or the Commonwealth Ombudsman concerning, or that may
have a significant impact on, the operations of CAMAC.
The Parliamentary Joint Committee on Corporations and Financial Services
(PJC) and the Senate Economics Legislation Committee also prepare
reports on the annual reports of agencies which come under the Treasury
portfolio, including CAMAC.
The PJC in its Report on the 2012–13 annual reports of bodies established
under the ASIC Act commended CAMAC ‘on implementing the
recommendations suggested by the Senate Economics Legislation
Committee tabled 14 March 2013’ (para 2.28) and said that it ‘considers
that CAMAC has fulfilled its regulatory and reporting responsibilities
during the 2012–13 financial year and the committee is satisfied with the
annual report’ (para 2.29).
Management of human resources
As at 30 June 2014, CAMAC had three full-time ongoing APS employees
based in Sydney (two male and one female), being:

an Executive Director (SES level)

a Deputy Director (Executive Level 2)

an Office Manager (APS 6).
The Executive Director was employed pursuant to a contract for services
with CAMAC, with his salary and other entitlements being linked to ASIC
SES salary scales and other entitlements. The Executive Director is not
entitled to performance pay.
The salaries and other entitlements of the Deputy Director and the Office
Manager were linked to relevant ASIC officer salary scales and
entitlements, which are determined under a collective agreement for ASIC
staff. The Deputy Director and the Office Manager each received a
performance bonus in the 2013–14 financial year. The performance bonus
for the Deputy Director was $14,809.10. The performance bonus for the
Office Manager was $7,664.40.
Staff members attend seminars from time to time on relevant matters to
assist CAMAC in performing its policy and administrative functions.
No work health and safety issues arose during the 2013–14 financial year.
CAMAC realised substantial productivity gains during the 2013–14
financial year. It published three major documents with no increase in staff
resources.
Annual Report 2013–14
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Corporations and Markets Advisory Committee
In September 2013, CAMAC published a discussion paper on crowd
sourced equity funding, followed by a detailed report in May 2014. The law
and practice on this area in relevant overseas jurisdictions was developing
rapidly and preparation of the report necessitated the immediate absorption
and analysis of complex legislative and administrative developments in this
area in the United Kingdom, the United States, Canada and New Zealand.
In March 2014, CAMAC published a wide-ranging and detailed discussion
paper on the establishment and operation of managed investment schemes.
This discussion paper, together with CAMAC’s 2012 report on this area,
constituted a comprehensive review of this sector of the Australian
economy.
While preparing these publications, CAMAC also held Roundtables in
Sydney and Melbourne on its review of the annual general meeting and
shareholder engagement and reached settled positions on the vast majority
of the issues involved in this area before being requested by the Minister to
discontinue work on this project..
Purchasing
CAMAC’s general policy is that any major capital items are purchased
through arrangement with ASIC, which follows the Commonwealth
Procurement Rules. CAMAC did not have any major capital purchases in
2013–14.
Consultants
During 2013–14, CAMAC did not enter into any new consultancy contracts
and there were no active ongoing consultancy contracts.
Annual reports contain information about actual expenditure on contracts
for consultancies. Information on the value of contracts and consultancies is
available on the AusTender website www.tenders.gov.au.
Competitive tendering and contracting
CAMAC did not undertake any competitive tendering or contracting during
the 2013–14 financial year.
Australian National Audit Office Access Clauses
CAMAC has not entered into any contract of $100,000 or more during the
reporting period that does not provide for the Auditor-General to have
access to the contractor’s premises.
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Corporations and Markets Advisory Committee
Exempt contracts
CAMAC has no contracts or standing offers that have been exempted from
being published in AusTender on the basis that publication would disclose
exempt matters under the Freedom of Information Act 1982.
Commonwealth Disability Strategy
General information on the Commonwealth Disability Strategy and the
National Disability Strategy is available in the Australian Public Service
Commission’s State of the Service Report and the APS Statistical Bulletin,
available at www.apsc.gov.au.
Work health and safety
CAMAC, through its Executive, monitors the workplace environment on an
ongoing basis to ensure the health, safety and welfare of workers who carry
out work for CAMAC. No deaths, serious injuries or illnesses or dangerous
incidents, or relevant investigations, arose out of CAMAC’s operations
during the 2013–14 financial year.
All employees, and CAMAC members when attending meetings, are
covered under Comcare and Comcover.
Freedom of information
Agencies subject to the Freedom of Information Act 1982 (FOI Act) are
required to publish information to the public as part of the Information
Publication Scheme (IPS). This requirement is in Part II of the FOI Act and
has replaced the former requirement to publish a section 8 statement in an
annual report. Each agency must display on its website a plan showing
what information it publishes in accordance with the IPS requirements.
This information appears on the CAMAC website under the FOI tab.
Advertising and market research
CAMAC does not carry out any advertising or market research.
Annual Report 2013–14
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Corporations and Markets Advisory Committee
Ecologically sustainable development and
environmental performance
Section 516A of the Environment Protection And Biodiversity
Conservation Act 1999 requires CAMAC to report on matters relevant to
environmentally sustainable development (ESD). CAMAC reports that:

the only activities relevant to ESD principles concern procurement of
goods and services

CAMAC’s legislative function is not related to ESD principles

the outcome specified for CAMAC in the annual Appropriation Act
(No. 1) does not have ESD implications

CAMAC is a small agency with only three full-time staff operating
from a single location in Sydney and has a limited environmental
impact. The CAMAC Executive seeks to use the minimum energy,
water, paper and other resources necessary to perform its functions and
keeps under constant review possible measures to reduce its
environmental impact.
Discretionary grants
CAMAC does not administer any discretionary grant programs.
Legal services expenditure
CAMAC spent $1300 on obtaining legal advice on various matters
concerning the closure of CAMAC.
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Glossary
AGM
annual general meeting
APS
Australian Public Service
ASIC
Australian Securities and Investments Commission
ASIC Act
Australian Securities and Investments Commission Act 2001
ASX
Australian Securities Exchange
CAMAC
Corporations and Markets Advisory Committee
CSEF
Crowd sourced equity funding
ESD
environmentally sustainable development
FMA Act
Financial Management and Accountability Act 1997
FOI Act
Freedom of Information Act 1982
IPS
Information Publication Scheme
PJC
Parliamentary Joint Committee on Corporations and
Financial Services
RE
responsible entity
SES
Senior Executive Service
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Date and signing of report
This Annual Report is signed by the Convenor, Joanne Rees, as Agency
Head of the Corporations and Markets Advisory Committee.
Joanne Rees
Convenor
1 October 2014
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Financial statements
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Appendix 1
Agency resource statement
Actual available
appropriation for
2013–14
$’000
Payments made
2013–14
$’000
Balance remaining
2013–14
$’000
Ordinary annual services
Departmental appropriation1
1,030
939
91
Total
1,030
939
91
1Includes
$0.04 million in 2013–14 for the Departmental Capital Budget.
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Appendix 2
Expenses for outcome 1
Expenses for Outcome 1
Outcome 1: informed decisions by Government on issues
relating to corporations regulation and financial products,
services and markets through independent and expert
advice.
Budget1
2013–14
$’000
Actual
expenses
2013–14
$’000
Variation
2013–14
$’000
1,030
913
117
Special appropriations
0
0
0
Special accounts
0
0
0
Expenses not requiring appropriation in the Budget
year
0
0
0
Total for Program 1.1
1,030
913
117
Total expenses for Outcome 1
1,030
913
117
3
3
3
Program 1.1: Corporations and Markets Advisory
Committee
Departmental expenses
Departmental appropriation2
Average staffing level (number)
1Full
year budget, including any subsequent adjustment made to the 2013–14 Budget.
2Includes $0.04 million in 2013–14 for the Departmental Capital Budget.
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Appendix 3
List of requirements
This appendix contains the list of requirements set out in Attachment F of
Requirements for Annual Reports for departments, executive agencies and
FMA Act bodies, approved by the Joint Committee of Public Accounts and
Audit under ss 63(2) and 70(2) of the Public Service Act 1999, and issued
by the Department of the Prime Minister and Cabinet on 29 May 2014.
The column headed ‘Location of item in the PM&C guidelines’ identifies
the relevant part of those guidelines (for instance, ‘A.4’ refers to the fourth
item in Attachment A).
Location
of item in
the PM&C
guidelines
8(3) & A.4
A.5
A.5
A.5
A.5
A.5
9
9(1)
9(2)
9(2)
9(2)
9(3)
10
10(1)
10(1)
10(1)
10(2)
10(3)
Part of report
Description
Letter of transmittal
Table of contents
Index
Glossary
Contact officer(s)
Internet home page address and
Internet address for report
Review by Secretary (Convenor)
Review by departmental secretary
(Convenor)
Summary of significant issues and
developments
Overview of department’s
performance and financial results
Outlook for following year
Significant issues and developments
– portfolio
Departmental Overview
Role and functions
Organizational structure
Outcome and programme structure
Where outcome and programme
structures differ from PB
Statements/PAES or other portfolio
statements accompanying any other
additional appropriation bills (other
portfolio statements), details of
variation and reasons for change
Portfolio structure
Requirement
Page(s) of
this report
Mandatory
Mandatory
Mandatory
Mandatory
Mandatory
Mandatory
iii
v–vi
81
40
ii
ii
Mandatory
Mandatory
1–3
1–3
Suggested
4–9
Suggested
35
Suggested
Portfolio
departments –
suggested
Mandatory
Mandatory
Mandatory
Mandatory
Mandatory
3, 11
N/A
Portfolio
departments mandatory
N/A
18
18–10
18
75
N/A
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Location
of item in
the PM&C
guidelines
11
11(1)
11(2)
11(2)
11(2)
11(2)
11(3)
11(3)
11(3)
11(3)
11(4)
11(5)
11(6)
11(7)
12
12(1)
12(2)
12(3)
12(3)
Part of report
Description
Report on Performance
Review of performance during the
year in relation to programmes and
contribution to outcomes
Actual performance in relation to
deliverables and KPIs set out in PB
Statements/PAES or other portfolio
statements
Where performance targets differ
from the PBS/PAES, details of both
former and new targets, and
reasons for the change
Narrative discussion and analysis of
performance
Trend information
Significant changes in nature of
principal functions/services
Performance of purchaser/provider
arrangements
Factors, events or trends influencing
departmental performance
Contribution of risk management in
achieving objectives
Performance against service charter
customer service standards,
complaints data, and the
department’s response to
complaints
Discussion and analysis of the
department’s financial performance
Discussion of any significant
changes in financial results from the
prior year, from budget or
anticipated to have a significant
impact on future operations.
Agency resource statement and
summary resource tables by
outcomes
Management and Accountability
Corporate Governance
Agency head is required to certify
that her agency complies with the
‘Commonwealth Fraud Control
Guidelines’
Statement of the main corporate
governance practices
Name of the senior executive and
his responsibilities
Senior management committees
and their roles
Requirement
Page(s) of
this report
Mandatory
Mandatory
4–9
4–9
Mandatory
4–9
Mandatory
N/A
Mandatory
4–9
Mandatory
Suggested
N/A
N/A
If applicable,
suggested
Suggested
N/A
Suggested
N/A
If applicable,
mandatory
N/A
Mandatory
35
Mandatory
N/A
Mandatory
74, 75
Mandatory
35
Mandatory
18–19,
23–24
26
Suggested
Suggested
N/A
18-19,
23–24
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Location
of item in
the PM&C
guidelines
Part of report
12(3)
12(3)
12(3)
12(3)
Description
Corporate and operational plans
and associated performance
reporting and review
Internal audit arrangements
including approach adopted to
identifying areas of significant
financial or operational risk and
arrangements to manage those
risks
Policy and practices on the
establishment and maintenance of
appropriate ethical standards
How nature and amount of
remuneration for SES officers are
determined
Requirement
Page(s) of
this report
Suggested
N/A
Suggested
24, 35
Suggested
35
Suggested
36
Mandatory
35–36
Mandatory
35
Mandatory
35–36
Mandatory
36-37
Suggested
36
Suggested
N/A
Suggested
36
Suggested
Suggested
Mandatory
Mandatory
38
36-37
36
36
Mandatory
If applicable,
mandatory
36
N/A
External Scrutiny
12(4)
12(4)
12(4)
12(5)
12(6)
12(6)
12(6)
12(6)
12(6)
12(7)
12(8)
12(9) & B
12(10)-(11)
Significant developments in external
scrutiny
Judicial decisions and decisions of
administrative tribunals and by the
Australian Information
Commissioner
Reports by the Auditor-General, a
Parliamentary Committee, the
Commonwealth Ombudsman or an
agency capability review
Management of Human Resources
Assessment of effectiveness in
managing and developing human
resources to achieve departmental
objectives
Workforce planning, staff retention
and turnover
Impact and features of enterprise or
collective agreements, individual
flexibility arrangements (IFAs),
determinations, common law
contracts and Australian Workplace
Agreements (AWAs)
Training and development
undertaken and its impact
Work health and safety performance
Productivity gains
Statistics on staffing
Enterprise or collective agreements,
IFAs, determinations, common law
contracts and AWAs
Performance pay
Assets
Assessment of effectiveness of
management
assets management
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Location
of item in
the PM&C
guidelines
Part of report
12(12)
Purchasing
12(13)-(22)
Consultants
12(23)
Australian
National Audit
Office Access
Clauses
Exempt
Contracts exempted from
contracts
publication in AusTender
Financial
Financial Statements
Statements
Other Mandatory Information
Work health and safety (Schedule 2,
Part 4 of the Work Health and
Safety Act 2011)
Advertising and Market Research
(Section 311A of the
Commonwealth Electoral Act 1918)
and statement on advertising
campaigns
Ecologically sustainable
development and environmental
performance (Section 516A of the
Environment Protection and
Biodiversity Conservation Act 1999)
Compliance with the agency’s
obligations under the Carer
Recognition Act 2010
Grant programmes
Disability reporting – explicit and
transparent reference to agencylevel information available through
other reporting mechanisms
Information Publication Scheme
statement
Correction of material errors in
previous annual report
12(24)
13
14(1) & C.1
14(1) & C.2
14(1) & C.3
14(1)
14(2) & D.1
14(3) & D.2
14(4) & D.3
14(5)
Description
Assessment of purchasing against
core policies and principles
The annual report must include a
summary statement detailing the
number of new consultancy services
contracts let during the year; the
total actual expenditure on all new
consultancy contracts let during the
year (inclusive of GST); the number
of ongoing consultancy contracts
that were active in the reporting
year; and the total actual
expenditure in the reporting year on
the ongoing consultancy contracts
(inclusive of GST). The annual
report must include a statement
noting that information on contracts
and consultancies is available
through the AusTender website.
Absence of provisions in contracts
allowing access by the
Auditor-General
Requirement
Page(s) of
this report
Mandatory
37
Mandatory
37
Mandatory
37
Mandatory
38
Mandatory
44–73
Mandatory
38
Mandatory
38
Mandatory
39
If applicable,
mandatory
N/A
Mandatory
Mandatory
39
38
Mandatory
38
If applicable,
mandatory
N/A
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Location
of item in
the PM&C
guidelines
Requirement
Page(s) of
this report
E
Description
Agency Resource Statements and
Resources for Outcomes
Mandatory
74-75
F
List of Requirements
Mandatory
76–80
Part of report
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Corporations and Markets Advisory Committee
Index
Advertising and market research ...................................... 38
Agency resource statement ............................................... 74
Annual general meeting ...................................................... 4
Audit Committee .............................................................. 24
Auditor’s report ................................................................ 42
Australian National Audit Office Access Clauses ............ 37
Commonwealth Disability Strategy .................................. 38
Competitive tendering and contracting ............................. 37
Constitution of the Committee ......................................... 18
Consultants ....................................................................... 37
Coordination with other bodies ........................................ 26
Crowd sourced equity funding ........................................... 5
Discretionary grants.......................................................... 39
Environmental performance ............................................. 39
Ethics ................................................................................ 35
Executive .......................................................................... 26
Exempt contracts .............................................................. 38
Expenses for outcomes ..................................................... 75
External scrutiny............................................................... 35
Financial performance ...................................................... 35
Financial statements ......................................................... 44
Fraud ................................................................................ 35
Freedom of information .................................................... 38
Functions of the Committee ............................................. 18
Glossary............................................................................ 40
Governance....................................................................... 18
Human resources .............................................................. 36
Implementation of recommendations ............................... 10
Legal Committee .................................................... 2, 19, 24
Legal services expenditure ............................................... 39
Managed investment schemes ............................................ 8
Outlook for 2013–14 .................................................... 3, 11
Past reports ....................................................................... 15
Purchasing ........................................................................ 37
Shareholder engagement .................................................... 4
Sub-committees ................................................ 2, 18, 23, 24
Work health and safety ..................................................... 38
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