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Thursday, 24 June 2004
Page: 31626

Message received from the Senate returning the bill and acquainting the House that the Senate does not insist on its amendments Nos (12) to (20), (28) to (34), (36), (43), (44), (85), (86), (91), (92), (108) to (110), (114) to (119), (127), (130), (134), (135), (137) to (147), (154) to (178), (223) and (225) and has made further amendments to the bill and requests the concurrence of the House.

Ordered that the further amendments be considered forthwith.

Senate's further amendments—

(1) Clause 2, page 2 (before table item 3), insert:

2D. Schedule 2A

The later of:(a) 1 July 2004; and(b) the day after this Act receives the Royal Assent.

(2) Schedule 1, item 117, page 113 (lines 12 to 15), omit paragraph (a), substitute:

(a) allow a reasonable opportunity for the members as a whole at the meeting to ask the auditor or the auditor's representative questions relevant to:

(i) the conduct of the audit; and

(ii) the preparation and content of the auditor's report; and

(iii) the accounting policies adopted by the company in relation to the preparation of the financial statements; and

(iv) the independence of the auditor in relation to the conduct of the audit; and

(3) Schedule 1, item 117, page 113 (after line 20), after subsection (2), insert:

(3) If :

(a) the company's auditor or their representative is at the meeting; and

(b) the auditor has prepared a written answer to a written question submitted to the auditor under section 250PA;

the Chair of the AGM may permit the auditor or their representative to table the written answer to the written question.

(4) The listed company must make the written answer tabled under subsection (3) reasonably available to members as soon as practicable after the AGM.

(4) Schedule 1, item 120, page 114 (table item 70, cell at column 2), omit the cell, substitute:

Subsections 250T(1) and (4)

(5) Page 164 (before line 2), before Schedule 3, insert:

Schedule 2A—Financial reporting (true and fair view)

Corporations Act 2001

1 After subsection 298(1)

Insert:

(1A) If the financial report for a financial year includes additional information under paragraph 295(3)(c) (information included to give true and fair view of financial position and performance), the directors' report for the financial year must also:

(a) set out the directors' reasons for forming the opinion that the inclusion of that additional information was necessary to give the true and fair view required by section 297; and

(b) specify where that additional information can be found in the financial report.

2 At the end of section 306

Add:

(2) If the financial report for a half-year includes additional information under paragraph 303(3)(c) (information included to give true and fair view of financial position and performance), the directors' report for the half-year must also:

(a) set out the directors' reasons for forming the opinion that the inclusion of that additional information was necessary to give the true and fair view required by section 305; and

(b) specify where that information can be found in the financial report.

3 After paragraph 307(a)

Insert:

(aa) if the financial report includes additional information under paragraph 295(3)(c) or 303(3)(c) (information included to give true and fair view of financial position and performance)—whether the inclusion of that additional information was necessary to give the true and fair view required by section 297 or 305; and

4 Before subsection 308(4)

Insert:

(3B) If the financial report includes additional information under paragraph 295(3)(c) (information included to give true and fair view of financial position and performance), the auditor's report must also include a statement of the auditor's opinion on whether the inclusion of that additional information was necessary to give the true and fair view required by section 297.

5 Before subsection 309(6)

Insert:

(5B) If the financial report includes additional information under paragraph 303(3)(c) (information included to give true and fair view of financial position and performance), the auditor's report must also include a statement of the auditor's opinion on whether the inclusion of that additional information was necessary to give the true and fair view required by section 305.

(6) Schedule 5, page 192 (after line 16), after item 11, insert:

11A After paragraph 300A(1)(b)

Insert:

(ba) if an element of the remuneration of a director, secretary or senior manager is dependent on the satisfaction of a performance condition:

(i) a detailed summary of the performance condition; and

(ii) an explanation of why the performance condition was chosen; and

(iii) a summary of the methods used in assessing whether the performance condition is satisfied and an explanation of why those methods were chosen; and

(iv) if the performance condition involves a comparison with factors external to the company:

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

(B) if any of the factors relates to the performance of another company, of 2 or more other companies or of an index in which the securities of a company or companies are included—the identity of that company, of each of those companies or of the index; and

(7) Schedule 5, item 12, page 192 (line 25), omit “year.”, substitute “year; and”.

(8) Schedule 5, item 12, page 192 (after line 25), after paragraph (c), insert:

(d) if an element of the remuneration of a person referred to in paragraph (c) consists of securities of a body and that element is not dependent on the satisfaction of a performance condition—an explanation of why that element of the remuneration is not dependent on the satisfaction of a performance condition; and

(e) for each person referred to in paragraph (c):

(i) an explanation of the relative proportions of those elements of the person's remuneration that are related to performance and those elements of the person's remuneration that are not; and

(ii) the value (worked out as at the time they are granted and in accordance with any applicable accounting standards) of options that are granted to the person during the year as part of their remuneration; and

(iii) the value (worked out as at the time they are exercised) of options that were granted to the person as part of their remuneration and that are exercised by the person during the year; and

(iv) the value (worked out as at the time they lapse) of options that were granted to the person as part of their remuneration and that lapse during the year; and

(v) the aggregate of the values referred to in subparagraphs (ii), (iii) and (iv); and

(vi) the percentage of the value of the person's remuneration for the financial year that consists of options; and

(vii) if the person is employed by the company under a contract—the duration of the contract, the periods of notice required to terminate the contract and the termination payments provided for under the contract; and

(f) such other matters related to the policy or policies referred to in paragraph (a) as are prescribed by the regulations.

(9) Schedule 5, item 13, page 192 (before line 33), before subsection (1A), insert:

(1AA) Without limiting paragraph (1)(b), the discussion under that paragraph of the company's perform-ance must specifically deal with:

(a) the company's earnings; and

(b) the consequences of the company's perform-ance on shareholder wealth;

in the financial year to which the report relates and in the previous 4 financial years.

(1AB) In determining, for the purposes of subsection (1AA), the consequences of the company's performance on shareholder wealth in a financial year, have regard to:

(a) dividends paid by the company to its shareholders during that year; and

(b) changes in the price at which shares in the company are traded between the beginning and the end of that year; and

(c) any return of capital by the company to its shareholders during that year that involves:

(i) the cancellation of shares in the company; and

(ii) a payment to the holders of those shares that exceeds the price at which shares in that class are being traded at the time when the shares are cancelled; and

(d) any other relevant matter.

(10) Schedule 8, page 230 (after line 16), after item 14, insert:

14A At the end of subsection 300(10)

Add:

; and (d) the qualifications and experience of each person who is a company secretary of the company as at the end of the year.

(11) Schedule 12, item 2, page 251 (before line 4), before section 1466, insert:

1466A Schedule 2A to the amending Act (true and fair view)

The amendments made by Schedule 2A to the amending Act apply to directors' reports for periods that start on or after 1 July 2004.

(12) Schedule 12, item 2, page 253 (after line 8), after subsection 1471(2), insert:

(2A) The amendment made by item 14A of Schedule 8 to the amending Act applies to reports for financial years that start on or after 1 July 2004.