2011 ANNUAL
CONFERENCE
Breaking News
Simon Pordage FCIS, CSA – Chairman,
Legislation Review Committee
Greg Dooley, Managing Director, Computershare
Investor Services
John Rennie FCIS, CSA
Work of CSA policy Committees
during the year
• 23 submissions, 5 being finalised
• Executive Remuneration
• 2 Strikes legislation
• Chairman’s undirected proxy issue
• Claw back of Executive Remuneration
• International submissions
• EU Green paper on Corporate Governance
• UK consultation on Executive Remuneration
• Integrated Reporting
Work of CSA policy Committees
during the year
• Other corporate law issues
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Treasury – funded class actions
Treasury – Director liability, phoenix activity
Treasury – Audit Enhancement Bill
ASIC – Prospectus disclosure
ASIC – Disclosing non-IFRS financial info
• ASX
• Good fame and character requirements
• Facilitation common forms of capital raising x2
• SME, Mid-Cap & Micro-Cap review
Work of CSA policy Committees
during the year
• In preparing submissions, major concern
has been around the need for proper
consultation
• Guidance Notes
• Managing voting exclusions on remunerationrelated resolutions – endorsed by ASIC
• Providing your board with comfort on the
accountability mechanisms operating in your
company
• Major review of Good Governance Guides
Work of CSA policy Committees
during the year
Good Governance Guides – revised:
Board deliberations in relation to adopting annual
reporting documents
Statement of matters reserved for the board
Letters of appointment for non-executive directors:
suggested contents
Audit Committees
Who should sit on board committees
What a board committee charter should address
Board committees: reporting to the board
Relationships with external auditors
Appointment of alternate directors
Board composition
Director and ex-director access to company
information
Nomination committee
Matters to consider in the selection and nomination of
directors
Board decisions: when to resolve, ratify/confirm and
note
Board minutes: what to record, the business judgment
rule
Director induction packs: content
Roles, duties and responsibilities of company
secretary
Options for board evaluation
Good Governance Guides – In development
Issues to consider in developing or reviewing the policy
on trading in company securities
Corporate code of conduct
Disclosure policies and communication with analysts and
shareholders
New Good Governance Guides
Issues to consider in developing a policy on diversity
Use of mobile devices for accessing board papers
Website publications
Guidance Notes and Good Governance Guides available
on website:
www.csaust.com
Lessons from this year’s AGM’s
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The notice of meeting as a marketing tool
Deferring the meeting
Withdrawing a special resolution
Proceeding with the meeting after a take
over offer
• Questions ahead of the meeting
• Voting intentions at the meeting
• Contested elections
Lessons from this year’s AGM’s
(continued)
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Separating or coupling resolutions?
Retiring director remaining an employee
Circular resolutions
Section 249P notices
Questions at the meeting
Legal Issues
• The iPad revolution
• Annotations: Yes or No?
• Are minutes sacrosanct?
• Directors – The ‘Two strikes’ and no vacancy
rules
• National Business Names Legislation
•Class actions/Litigation funding/Disqualification of
presiding judge
• Share trading policies/ Insider trading
Shareholder Issues
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Managing voting exclusions
Director numbers and commitment
Off-market transfers
Small shareholdings/ share gifts programs
Access to the register: s1300
Right to reinvest dividends