Note: Where available, the PDF/Word icon below is provided to view the complete and fully formatted document
 Download Current HansardDownload Current Hansard   

Previous Fragment    Next Fragment
Thursday, 11 May 1989
Page: 2268


Senator HILL(11.50) —by leave-In respect of the Corporations Bill, I move:

(1) Page 527, heading to part 6.9, lines 4 and 5, leave out ``AND CORPORATIONS AND SECURITIES PANEL,''.

(2) Page 529, subclause 733 (1), lines 24 and 25, leave out ``the Commission may apply to the Corporations and Securities Panel for a declaration'', insert ``the Commission may make a declaration''.

(3) Page 529, subclause 733 (2), lines 26 to 33, leave out the subclause.

(4) Page 529 and 530, subclauses 733 (3) and (4), line 34 (page 529) to line 8 (page 530), leave out the subclauses, insert the following subclauses:

``(3) Where, the Commission is satisfied:

(a) that unacceptable circumstances have occurred:

(i) in relation to an acquisition of shares in the company; or

(ii) as a result of conduct engaged in by a person in relation to shares in, or the affairs of, the company; and

(b) having regard to the matters referred to in section 731 and any other matters the Commission considers relevant, that it is in the public interest to do so;

the Commission may by writing declare the acquisition to have been an unacceptable acquisition, or the conduct to have been unacceptable conduct, as the case may be.

``(4) The Commission may only make a declaration under subsection (3) before the end of whichever of the following ends last:

(a) the period of 180 days after the day on which the acquisition took place, or the conduct was engaged in, as the case may be;

(b) such other period as the Court orders on an application made by the Commission within 60 days after the day on which the acquisition took place, or the conduct was engaged in, as the case may be.''.

(5) Page 530, subclause 733 (5), lines 9 to 12, leave out ``Panel'' (wherever occurring), insert ``Commission''.

(6) Page 530, subclause 733 (6), lines 13 to 20, leave out ``Panel'', and ``Panel's'' (wherever occurring), insert ``Commission'' or ``Commission's'', as the case may be.

(8) Page 530, subclause 733 (8), line 23, leave out ``Panel'', insert ``Commission''.

(9) Page 530, subclause 734 (1), line 27, leave out ``Corporations and Securities Panel'' insert ``Commission''.

(10) Page 530, subclause 734 (2), line 32, leave out ``On the application of the Commission, the Panel may'', insert ``The Commission may''.

(11) Page 531, subclause 734 (3), line 37, leave out ``Panel'', insert ``Commission''.

(12) Page 532, subclause 734 (6), lines 3 to 6, leave out ``Panel'' (wherever occurring), insert ``Commission''.

(13) Page 532, subclause 734 (7), line 7, leave out ``Panel'', insert ``Commission''.

(14) Page 532, subclause 734 (8), lines 9 to 12, leave out ``Panel'' and ``Panel's'' (wherever occurring), insert ``Commission'' or ``Commission's'', as the case may be.

(15) Page 532, subclauses 735 (1) and (2), lines 14 to 25, leave out the subclauses.

(16) Page 532 and 533, subclauses 735 (3) to (6), line 26 (page 532) to line 4 (page 533), leave out ``Panel'' (wherever occurring), insert ``Commission''.

(17) Page 533, clause 736, lines 5 to 12, leave out ``Panel'' and ``Panel's'' (wherever occurring), insert ``Commission'' or ``Commission's'', as the case may be.

This is the debate with which honourable senators will be very familiar, Mr Chairman. It deals with the question of whether inquiries into unacceptable conduct should be conducted by the Panel as distinct and separate from the Australian Securities Commission (ASC). I understand the sequence of events in relation to this matter, according to the provisions of clause 733 of the Corporations Bill, is as follows:

Where it appears to the Commission that unacceptable circumstances have, or may have, occurred:

(a) in relation to an acquisition of shares in a company; or

(b) as a result of conduct engaged in by a person in relation to shares in, or the affairs of, a company;

the Commission may apply to the Corporations and Securities Panel for a declaration . . .

The Bill provided that the responsibility for making the declaration be passed to the Panel.

The recommendations of the Joint Select Committee, as I read them, were to the contrary; that the power should stay with the ASC in much the same way that currently power is exercised by the National Companies and Securities Commission (NCSC). The next step in the sequence is that the Government wishes to maintain the position as set out in the Bill, in other words, that the responsibility be passed to the Panel. The Opposition, on the other hand, supports the position that was determined by the Joint Select Committee. In other words, we say that the ASC should have that responsibility. We principally adopt the arguments that were put in favour of this position by the Joint Select Committee. This whole sequence of amendments, therefore, is to adopt the recommendations of the Joint Select Committee of this Parliament.

The principal reason for the Committee reaching this conclusion, as I read it, was the experience of the NCSC. This is a power that the NCSC clearly regards as necessary in order for it to meet its responsibilities in a timely way. Certainly as far as that body-the principal policing body in corporate law in this country-is concerned, there was no justification to pass the responsibility to a separate and distinct panel. There are all sorts of arguments that one can develop about the nature of the Panel, and whether it is composed of those who are most suited to reach these determinations, but I do not think it is necessary for me to press those arguments. Rather, I simply rely upon past experience, which is that the system works well with the NCSC exercising the function and, therefore, the case has not been made out for a transfer of that responsibility to a separate and distinct panel. Therefore, I move these amendments to put into effect the recommendation of the Joint Select Committee in this regard.