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Thursday, 25 May 1972
Page: 2142


Senator GREENWOOD (VictoriaAttorneyGeneral) I thank Senator Murphy and the Senate. I was saying that if one looks at the Companies Acts, one will find that there are important provisions which require the extensive disclosure of matters such as returns, accounts, lists of shareholders and so on. If one looks at the Companies Act one finds that companies are obliged to submit from time to time to an investigation of the affairs of the company by an inspector appointed on the initiative of an Attorney- General. An inspector can be appointed where the Attorney-General is of the opinion that a company should be subject to special investigation for the protection of the public, or where it is desirable that the affairs of the company be investigated in the public interest.

The appointment of an inspector imposes sweeping obligations on officers or agents of the company to provide information or answer questions. Furthermore, an inspector can be appointed to investigate the ownership of shares in a company. They are provisions in the existing Companies Acts of the States. There are special requirements imposed on auditors of public companies and they are given special powers. In particular, an auditor is under a duty, if he is satisfied that there is some matter which could not be rectified by a report to the directors of the company, to report that matter to the Registrar of Companies.

We have company takeovers which are subject to very special and detailed regulation. A takeover offer which is an offer for more than 15 per cent of the shares of an offeree company or for more than 15 per cent of the shares in any class of shares in an offeree company brings the provisions of the Companies Act regarding takeovers into operation. These constitute a very detailed code. They deal with such matters as the requirements of the notice which is to be given, the matters to be lodged with the Registrar, the period of time during which the offer is to remain open, and so on. In fact each step in the takeover process by both the offeror company and the offeree company is controlled by the operation of the Companies Act. Where an offeror company obtains approval of not less than 90 per cent of the shareholders of the offeree company, the offeror company may compulsorily acquire the shares of the dissenting shareholders. If one can draw an analogy—i t is not a perfect analogy but it is comparable in the light of the arguments I have heard—yo u have an amalgamation where you have a 90 per cent agreement that the other company is to be taken over, and that, to me, is not quite the comparison which members of the Opposition have been making.

When one looks at the Conciliation and Arbitration Act, and in particular at Part 8, one finds that there is an enormous number of ways in which the affairs of unions and employer organisations, registered organisations, are controlled by the legislation. If one looks at section 132 of the Act one finds that an organisation cannot be registered unless it complies with certain prescribed conditions—condition s prescribed by regulation. Then one can examine section 133 which indicates lhat an organisation must have provisions in its rules for secret ballots. We have section 138 whicb indicates that the officers of the organisation can be directed to do things in particular ways. We have section 141 which submits the officers of an organisation to direction by the Court so that fhey will comply with the orders of the Court in accordance with the rules. Under section 143 of the legislation you can have the very registration of the organisation cancelled on any number of the 8 grounds which are set out.

When one looks further into the legislation one finds section 152 which is quite remarkable for what it actually provides at the present time, without the amendment which is proposed by this Bill. That section provides that an organisation is to keep the following records in accordance with the section: a register of members showing the name and the postal address; a list of the names, postal addresses and occupations of the persons holding offices in the organisation and in each branch of the organisation; an account in proper form of the receipts, payments, funds and effects of the organisation and each branch of the organisation; and finally, such other records as are prescribed. It is suggested that, in fact, at the moment there is no interference in the affairs of an organisation and that what is proposed by this Bill is something which is novel and an innovation. Obviously the organisations have been controlled in a tremendous number of respects. When one considers the other provisions which are contained in the Act one finds that section 152 (4.) provides:

An organisation shall file with the Registrar once in each year, at such time as is prescribed, a copy of the records required to be kept . . .

What is required to be kept is a copy of the organisation's register of members, the names, addresses and occupations of people holding office and the accounts, receipts, payments, funds and effects of the organisation. These are to be certified by statutory declaration. When one looks at subsection (7.) one finds, moveover, that those documents are to be open for public inspection. The provisions which are contained in the Bill before the Senate do not require that these documents be open for public inspection.

Possibly 1 know more than Senator Murphy is prepared to credit me with as to what has been said in some places in recent times. I know that a general belief is current in fortunately few circles that what is being done by this legislation will represent a precedent or blue print which could be applied to a lot of corporations and lhat therefore people who are supposed to have influence with the Liberal Party ought to take some heed and try to change the Liberal Party's adamant attitude to the passage of the Bill. I have taken time to express myself as I have to indicate the character of the requirements which are imposed on companies at the present time and the obligations to which organisations are subject. I have done so because I wanted to point out that at the present time there are many rules with which each body in its own responsible area has to comply. If at any stage it is desired or necessary to take action in the field of company or trade union law that is a matter for legislation at the time in the light of the appropriate criteria. I have taken longer than I intended. I thank Senalor Murphy and the Senate for the indulgence they granted to mc. I felt it was appropriate to say what I had to say because it was a point about which some substance had been made in the course of the debate. I trust that the Senate will agree to the second reading of this measure.

Question put:

That the Bill be read a second time.







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