Senator TROETH (Parliamentary Secretary to the Minister for Agriculture, Fisheries and Forestry) (4:09 PM) —I will deal with Senator Forshaw's comments in the order that I think he made them. Firstly, the deed of agreement is not the only basis for accountability on which these whole new arrangements are based. We also have the legislation, and that includes any regulations or any other statutory instruments. We have the deed of agreement and we have the company constitution, and that includes any other corporate governance arrangements between members. The memorandum of understanding is made between the peak industry bodies acting on behalf of industry and the government and other key stakeholders. That is to formalise the policy-level agreement to the key elements of the reform package as well as to provide a blueprint and ongoing policy framework for the new arrangements.

The legislation, which is another prong of this, provides the basis for the public roles of the new company—that is, the industry services body, which is funded by marketing and research and development levies and matching R&D payments, and the industry export control body, which is administering a statutory regulatory scheme. As well, the legislation provides for the transfer of the assets, the liabilities and the staff of the statutory authorities to the new company. It also provides the public accountability framework for what I have just mentioned, including the possible withdrawal of the company's status as industry services body or industry export control body. It provides for other miscellaneous matters as required, including a definition of research and development. As I said, it may include regulations or other statutory instruments.

The deed of agreement specifies the agreed detailed public accountability requirements of the new company in respect of levy and matching funding for industry marketing and R&D services; the administration of the industry export control powers; and the assets, liabilities and staff of the statutory authorities transferred to the new company. This deed is entered into in accordance with the legislation and it is structured to operate in conjunction with the legislation and the company constitution. So the existence of this new company does not live or die by the existence of the deed of agreement. There are other prongs to this as well. There is also, of course, the Corporations Law accountability. The company's affairs are governed by the constitution and the Corporations Law. The company is owned by the members. The board has day to day management and control of the affairs of the company. The members—that is, the levy paying members—oversight the company's affairs through access to annual reports and company books, have the power to appoint or dismiss the board at a general meeting, and have the power to change the constitution at a general meeting and, in some cases, to bring legal proceedings on behalf of the company or in their own right.

As highlighted in the green paper, the standard Corporations Law governance arrangements can be modified by the company constitution. Some of the elements that are in the company constitution that may address your concerns are that the constitution is to implement the agreed policy position and to meet the public accountability requirements. They are things with which we are all familiar, such as the objects of the company; the membership and voting entitlements; the board composition and appointment process; the voluntary levy; levy contribution processes; corporate planning; industry advisory committee structures, processes and funding; peak industry body consultation funding and levy payer meetings; internal decision making processes for the imposition of export controls in some cases; prohibition on agripolitical activities; and the limitation on the distribution of assets to members on any winding up of the company. In relation to your last point, I am advised that similar conditions to this were brought into operation, for example, with the privatisation of Meat and Livestock Australia. So we do have a precedent for this.