Breaking News - Governance Institute of Australia

Breaking News
Simon Pordage FCSA, CSA – Chairman,
Legislation Review Committee
Company Secretary, AFIC
Greg Dooley, Managing Director, Computershare
Investor Services
John Rennie FCSA, CSA
Work of CSA Policy Committees
during the year
• 3 National Policy Committees: LRC, CLIC and
• Finalised 40 submissions since last
• ASX – Draft Guidance on Continuous
• ASIC – Draft Regulatory Guide on OFRs
• CAMAC – Review of the Future of the AGM: to
be finalised – survey of members conducted
• Roundtables held in respect of each topic
Work of CSA Policy Committees
during the year
• Numerous submissions re: NFP reform
• Influential in separating bill setting up the new
regulator from the one establishing NFP
governance arrangements
• Invited to join NFP Reform Council’s Working
• International submissions
• 2 further rounds of UK consultations on Executive
• Finalised Integrated Reporting submission to IIRC
after last year’s conference
Work of CSA Policy Committees
during the year
• Other corporate law issues
• Treasury – Liability for corporate fault
(numerous), dividend payments
• Modernising timetables for rights issues
• Strengthening Australia’s equity capital
• Disclosure Rules for Mining and Oil and Gas
• The year ahead?……..
• Election Year/Deregulation
• Clawbacks re: Exec Rem
Work of CSA Policy Committees
during the year
• Guidelines
• Finalised managing voting exclusions on
remuneration-related resolutions – endorsed
• Published Guidelines for managing the “twostrikes” rule – endorsed by ASIC in its letter to
108 companies that received a first strike last
• Completed major review of Good
Governance Guides
• 16 Guides updated on a wide range of
governance issues
• 9 new Guides created
Work of CSA Policy Committees
during the year
• Created and published sample agenda
and minutes, with notes explaining the
purpose of each element of the template,
to assist those new to governance
practice to develop sound practice
• Good Governance Guides, templates and
Guidelines referred to here can be
accessed free of charge from “Knowledge
Resources” section of CSA’s website:
Lessons from 2012 AGM’s
• Amendments to constitutions
Setting number of Directors
Temporary increase in the number of Directors
Circular resolutions
Unmarketable parcels
Lost shareholders
Postponing etc a general meeting
Share consolidations
Sourcing DRP shares
Lessons from 2012 AGM’s
• Internet and mobile voting
• Two strikes rule/ spill meetings
• When held
• Voting intentions
EGM’s - the double negative
Non board endorsed candidates
Delaying the meeting
Share consolidations
Renewal of proportional take over approval
Legal / Governance Issues
• James Hardie/ Fortescue
• Rights of the respective constituents
• Superannuation - proposed independence
Shareholder Issues
• Director numbers and commitment
• Off market transfers/ unmarketable
• Small shareholdings/ share gift
• Right to reinvest dividends