• Join over 1.2 million students every month
  • Accelerate your learning by 29%
  • Unlimited access from just £6.99 per month
Page
  1. 1
    1
  2. 2
    2
  3. 3
    3
  4. 4
    4
  5. 5
    5
  6. 6
    6
  7. 7
    7
  8. 8
    8
  9. 9
    9
  10. 10
    10
  11. 11
    11
  12. 12
    12

Memo of Advice- The most significant of the recent reforms to the Corporations Act 2001 (Cth) in Australia is the policy embodied in the Corporate Amendments (Improving Accountability on Director and Executive Remuneration) Bill which was passed by the Ho

Extracts from this document...

Introduction

Memorandum of Advice TO: Sharon Strezleki, Partner Monash Lawyers FROM: Shyna Chow SUBJECT: The implications of the recent reforms to the Corporations Act DATE: 15th August 16, 2011 Facts The most significant of the recent reforms to the Corporations Act 2001 (Cth) in Australia is the policy embodied in the Corporate Amendments (Improving Accountability on Director and Executive Remuneration) Bill which was passed by the House of Representatives on 1 July 2011.1 This bill introduced the 'two strikes and you're out rule', which requires a board spill in case a company's remuneration report receives a 25% or more vote against it in two consecutive Annual General Meetings. Apart from that, the bill brought in a new rule requiring listed companies to declare the use of remuneration consultants. In addition, another rule was added to the Act stipulating that key management personnel and also their closely related parties should not vote on remuneration report or during any motion to spill the board.2. Implications of the reforms to executive remuneration The presence of the 'two strike' rule in the amended Act implies that all listed companies with constitutions that permit the board to set limits are prohibited from doing so unless a proposal to do so is approved by the shareholders through an ordinary resolution in a general meeting.3 Also, the directors of listed companies have to comply with disclosure requirements in regard to their engagement of remuneration consultants. Further, companies have to review their meeting procedures to ensure that key management personnel and also their closely related parties do not vote in relation to remuneration matters in compliance with the new amendments. ...read more.

Middle

References Austin and Black, (2011), Division 1 - General duties [ss 180-190B]: officers and employees [Accessed 15 august 2011] http://www.lexisnexis.com.au/pdf/austin-black-sample-annotation_s180.pdf Australian Securities Exchange (ASX), (2004) Principle 4: Safeguard integrity in financial reporting, [Accessed 15 august 2011] http://asx.ice4.interactiveinvestor.com.au/ASX0701/Corporate%20Governance%20Principles/EN/pdf_pages/page_0027.pdf Australian Securities Exchange (ASX), (2010), Corporate Governance Council, Corporate Governance Principles and Recommendations (2nd ed. 2007), [Accessed 15 august 2011] http://www.asx.net.au/documents/about/cg_principles_recommendations_with_2010_amendments.pdf Comino, V, (not dated), The Challenge of Corporate Law Enforcement in Australia, [Accessed 15 august 2011], http://www.clta.edu.au/professional/papers/conference2009/CominoCLTA09.pdf Commonwealth Consolidated Acts, (2001) Corporations Act 2001, [Accessed 15 august 2011] http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s250u.html Commonwealth of Australia (1998), Corporate Law Economic Reform Program, Paper No. 3 (Directors' Duties and Corporate Governance: Facilitating Innovation and Protecting Investors, 1997 [Accessed 15 august 2011] http://www.treasury.gov.au/documents/264/PDF/clerp.pdf Constitution of the Registered Company, (not dated), [Accessed 15 august 2011] http://www.oup.com/uk/orc/bin/qanda/sample_chapters/judge_ch02.pdf Deringer F. B, (2004) Directors' duties in a group Situation, [Accessed 15 august 2011] http://www.freshfields.com/publications/pdfs/practices/8061.pdf Downie, A., (2011) The Centro matter: ASIC v Healey [2011] FCA 717 and breach of director's duties, [Accessed 15 august 2011], http://www.the-civil-lawyer.net/2011/06/centro-matter-asic-v-healey-2011-fca.html Federal Court of Australia, (2011), Australian Securities and Investments Commission v Fortescue Metals Group Ltd [2011] FCAFC 19 (18 February 2011), [Accessed 15 August 2011] http://www.austlii.edu.au/au/cases/cth/FCAFC/2011/19.htm Fletcher, G., (2011), ASIC v Fortescue Metals Group Ltd [2011] FCAFC 19, [Accessed 15 August 2011] http://www.bransgroves.com.au/corporations/asic-v-fortescue-metals-group-2011-fcafc-19.html Fridman, S. (1998) "An Analysis of the Proper Purpose Rule" [Accessed 15 august 2011] http://www.austlii.edu.au/au/journals/BondLRev/1998/11.html Harrisch (2009) Australian corporate law: Director's and officer's duties, [Accessed 15 august 2011] http://www.scribd.com/doc/53908577/Harrisch16 Hicks, A. & Goo, S. H. (2008), Cases and materials on company law, Oxford University Press, New York Hill J. G., (not dated), Regulatory Responses to Global Corporate Scandals, Wisconsin International Law Journal, 23( 3), 367-416 Larelle C. ...read more.

Conclusion

[Accessed 15 august 2011] http://www.treasury.gov.au/documents/264/PDF/clerp.pdf 4 Ibid 5 Thomsons Lawyers, (Corporate alert, A director's duty to review accounts - the Centro decision, 2011) [Accessed 15 august 2011] http://www.thomsonslawyers.com.au/awms/Upload/Files/publications/2011/Corporate%20Alert%20-%20A%20director%27s%20duty%20to%20review%20accounts%20-%20the%20Centro%20decision%20July%202011.pdf 6 A B Leibler (The Centro decision: ASIC v Healey, 2011) [Accessed 15 august 2011] http://www.abl.com.au/ablattach/ablcasenote210711.pdf 7 Federal Court of Australia, (Australian Securities and Investments Commission v Fortescue Metals Group Ltd) [2011] FCAFC 19 (18 February 2011), [Accessed 15 August 2011]http://www.austlii.edu.au/au/cases/cth/FCAFC/2011/19.html 8 A B Leibler, (ASIC wins in Fortescue Metals appeal: Clarity on interpreting continuous disclosure requirements under the Corporations Act, 2011) [Accessed 15 August 2011] http://www.abl.com.au/ablattach/ablcasenote020311.pdf 9 A B Leibler (The Centro decision: ASIC v Healey, 2011) [Accessed 15 August 2011] http://www.abl.com.au/ablattach/ablcasenote210711.pdf 10 J Lowry, "The Recognition of Directors Owing Fiduciary Duties to Creditors - RePantone 485 Ltd and Colin Gwyer & Associates Ltd v London Wharf (Limehouse) Ltd," (International Corporate Rescue Journal, 2004)1(1), [Accessed 16 August 2011] http://www.chasecambria.com/site/journal/article.php?id=83 11 Australian Securities Exchange (ASX), (Corporate Governance Council, Corporate Governance Principles and Recommendations (2nd ed. 2007), [Accessed 15 august 2011] http://www.asx.net.au/documents/about/cg_principles_recommendations_with_2010_amendments.pdf 12 Ibid 13 A Downie, (The Centro matter: ASIC v Healey [2011] FCA 717 and breach of director's duties, 2011) [Accessed 15 august 2011] http://www.the-civil-lawyer.net/2011/06/centro-matter-asic-v-healey-2011-fca.html 14 A B Leibler (The Centro decision: ASIC v Healey, 2011) [Accessed 15 august 2011] http://www.abl.com.au/ablattach/ablcasenote210711.pdf 15 Harrisch, (Australian corporate law: Director's and officer's duties, 2009)[Accessed 15 august 2011] http://www.scribd.com/doc/53908577/Harrisch16 16 Parliament of Australia, Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Bill 2011 (2011) [Accessed 15 August 2011] http://www.aph.gov.au/library/pubs/bd/2010-11/11bd083.pdf 17 J G Hill, "Regulatory Responses to Global Corporate Scandals," (Wisconsin International Law Journal 23( 3): 394. 18 Commonwealth Consolidated Acts, (Corporations Act 2001, 2001) [Accessed 15 August 2011] http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s250u.html 19 A B Leibler (The Centro decision: ASIC v Healey, 2011) [Accessed 15 august 2011] http://www.abl.com.au/ablattach/ablcasenote210711.pdf 20 Commonwealth Consolidated Acts, (Corporations Act 2001, 2001) [Accessed 15 August 2011] http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s250u.html ?? ?? ?? ?? ...read more.

The above preview is unformatted text

This student written piece of work is one of many that can be found in our University Degree Other Jurisdictions section.

Found what you're looking for?

  • Start learning 29% faster today
  • 150,000+ documents available
  • Just £6.99 a month

Not the one? Search for your essay title...
  • Join over 1.2 million students every month
  • Accelerate your learning by 29%
  • Unlimited access from just £6.99 per month

See related essaysSee related essays

Related University Degree Other Jurisdictions essays

  1. Legal education in India. Legal education and quality of law graduates have great ...

    Once that objective is borne in mind, the system must be so fashioned to secure that objective. Every system of legal education which is designed to achieve ultimate objective of preparing persons for a legal career, must not only aim at preparing for good legal practitioners who will function in

  2. Anticipatory Bail under CRPC. A critical study of the recent amendments and judicial interpretation ...

    not been convicted of the offence in respect of which he seeks bail, so he must be presumed to be innocent. The Law Commission in its above-mentioned report observed that "the necessity for granting anticipatory bail arises mainly because sometimes influential persons try to implicate their rivals into false cases for the purposes of disgracing them.

  1. Homicide - Maltese Law.

    left in a position of obvious danger.36 On the other hand, if the victim had been left on the seashore, with an imminent danger of an incoming tide and eventually drowned before recovering consciousness, it would be homicide. The victim's death is, a consequence which might be expected to occur in the normal course of events.

  2. International Human Rights Laws - North Korea.

    The former guard recalls: They trained me not to treat the prisoners as human beings. If someone is against socialism, if someone tries to escape, then kill him. If there's a record of killing any escapee, then the guard will be entitled to study in the college.

  1. This essay focuses on the issues surrounding environmental sustainability and the impact it has ...

    The objectives of the Clean Energy Act 2011 (Cth) is to give effect to Australia's obligations under the United Nations Framework Convention on Climate Change12 and the Kyoto Protocol13; to 'support the development of an effective global response to climate change; and to take action towards meeting Australia's long-term target

  2. Outline the laws and government policies that have shaped and continue to affect Indigenous ...

    social construct, strengthening family and social ties and ensuring cultural growth'.24 There is a need to focus on improving law and justice outcomes.25 Though the Commonwealth has attempted to work with Indigenous communities through the National Indigenous Law and Justice Strategy, which aims to reduce the incidences of contact with

  1. Land law. The purpose of this paper is to present an analytical and investigative ...

    rules of a valid contract.16 [ML7] CHAPTER 2[ML8] INCOMPLETE CONTRACTS An agreement entered into between two or more parties constitutes a contract, and is usually made for the benefit for all of one of the parties., two of the parties or all parties involved.

  2. What is your understanding of case management? Show how a case management approach has ...

    Underdown [1998] showed inconsistencies of work with offenders in all probation services. He identified the need to develop structured assessments, plus a variety of supervision options, improved reviews and evaluations of supervision quality. Six core tasks were identified in this report, these being: - risk assessment and management - supervision

  • Over 160,000 pieces
    of student written work
  • Annotated by
    experienced teachers
  • Ideas and feedback to
    improve your own work