Bill returned from the Senate with amendments.

Ordered that the amendments be considered forthwith.

Senate's amendments—

(iii) given to the person under an agreement made prior to 30 June 2003 and between the company and the person before the person became the holder of the office as the consideration, or part of the consideration, for the person agreeing to hold the office; or

250RA Approval of director's report of listed company

300A Annual director's report—specific information to be provided by listed

companies

(a) if a committee of the board has considered matters relating to the emoluments of the directors and executive officers:

(i) the name of each director who was a member of the committee at any time when the committee was considering any such matter; and

(ii) the name of any person who provided to the committee advice or services that materially assisted the committee in its consideration of any such matter; and

(iii) in the case of any person named under subparagraph (ii) who is not a director of the company, the nature of any other services that the person has provided to the company during the financial year and whether the person was appointed by the committee; and

(b) discussion of board policy for determining the nature and amount of emoluments of board members and executive officers of the company, including:

(i) discussion of the relationship between such policy and the company's performance; and

(ii) for each director and each of the 5 named officers (other than directors) of the company receiving the highest emolument, a detailed summary of any performance conditions to which any entitlement of that person to securities is subject; and

(iii) an explanation as to why such performance conditions were chosen; and

(iv) a summary of the methods to be used in assessing whether any such performance conditions are met and an explanation as to why those methods were chosen; and

(v) if any such performance condition involves any comparison with factors external to the company:

(A) a summary of the factors to be used in making each such comparison; and

(B) if any of the factors relates to the performance of another company, of two or more other companies, or of an index on which the securities of a company or companies are listed, the identity of that company, of each of those companies, or of the index; and

(vi) a description of, and an explanation for, any significant amendment to be made to the terms and conditions of any entitlement to securities of a director or of one of the 5 named officers (other than directors) of the company receiving the highest emolument; and

(vii) if any entitlement to securities of a director or of one of the 5 named officers (other than directors) of the company receiving the highest emolument is not subject to performance conditions, an explanation as to why that is the case; and

(viii) in respect of the terms and conditions relating to emoluments of each director and each of the 5 named officers (other than directors) of the company receiving the highest emolument, an explanation of the relative importance of those elements which are, and those elements which are not, related to performance; and

(ix) an explanation of the company's policy on the duration of contracts with directors and the 5 named officers (other than directors) of the company receiving the highest emolument, and notice periods, and termination payments, under such contracts; and

(c) details of the nature and amount of each element of the emolument of each director and each of the 5 named officers (other than directors) of the company receiving the highest emolument; and

(d) for each of the directors and the 5 named officers (other than directors) of the company receiving the highest emolument, details of the value of options granted, exercised and lapsed unexercised during the year and their aggregation in the total emolument; and

(e) for each of the directors and the 5 named officers (other than directors) of the company receiving the highest emolument, details of any equity value protection scheme entered into by them or on their behalf. For the purposes of this paragraph equity value protection scheme means any financial arrangement which results in the director or officer retaining legal ownership of equity in the company the value of which to the director or officer remains fixed regardless of changing market values; and

(f) details of the nature and amount of each element of the emolument of a person, however described, who carries out like responsibilities of a director or each of the 5 named officers (other than directors) of the company who but for this section would not be included as a director or one of the 5 named officers receiving the highest emolument; and

Note: Paragraph (f) includes consultants.

(g) a line graph which plots for each of the most recent 5 financial years the total shareholder return on:

(i) the holding of shares of that class of the company's equity share capital whose listing, or admission to dealing, has resulted in the company falling within the definition of listed company; and

(ii) a hypothetical holding of shares made up of shares of the same kind and number as those by reference to which a broad equity market index is calculated;

and state the name of the index selected for the purposes of the graph and set out the reasons for selecting that index; and

(h) any other matters prescribed in the regulations.

(iiia) a profit or benefit accrued to a person listed under subparagraph (b) as a result of the exercise of options over shares granted by the company; or

(ia) one of the 5 named officers (other than directors) of the company receiving the highest emolument; or

(iiia) the payments and benefits received by directors relative to payments and benefits received by employees in the company; and

(iiib) whether the payments or benefits were subject to appropriate performance conditions; and

(iiic) the time the payments or benefits were received, in particular, their proximity to the time at which the company was placed into administration or liquidation, and whether the company was insolvent at the time they were received; and

588YA Liability of a company for the debts or liabilities of a related company

(a) whether the company provided services for or on behalf of the related body corporate; and

(b) whether the company occupied premises which are owned by the related body corporate; and

(c) the extent to which the related body corporate took part in the management of the company; and

(d) the conduct of the related body corporate towards the creditors of the company generally and to the creditor to which the debt or liability relates; and

(e) the extent to which the circumstances that gave rise to the winding up of the company are attributable to the actions of the related body corporate or an officer or officers of the related body corporate; and

(f) any other relevant matters as the Court considers just and appropriate.

Schedule 2—Amendments relating to voting requirements

Corporations Act 2001

Division 8A—Voting by trustees of supervised superannuation funds and prescribed fund managers at AGMs and other meetings

250TA Application

(a) a small superannuation fund supervised by the Australian Prudential Regulation Authority; or

(b) a self-managed superannuation fund as defined in section 17A of the Superannuation Industry (Supervision) Act 1993; or

(c) other funds or investments as prescribed by regulation.

250TB Obligation of trustees

Penalty: 100 penalty units.

250TC Duties of trustees at meeting

(a) cast votes at the meeting representing all the shares or interests held by the fund in that company; or

(b) appoint proxies to attend and vote on their behalf at that meeting.

250TD Duties of trustees following meeting

(a) all votes (including proxies) cast by the trustees pursuant to this Division and the matter in relation to which those votes were cast; and

(b) an explanation of the reason or reasons why the votes were cast in the manner chosen.

250TE Duties of prescribed fund managers

(a) details of the matters put to a vote;

(b) whether the fund manager cast a vote on that matter (including by proxy) and how that vote was cast; and

(c) whether that vote was cast in accordance with a Board recommendation or contrary to a Board recommendation.