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Thursday, 15 June 2017
Page: 3998

Senator XENOPHON (South Australia) (12:25): I move:

That this bill be now read a second time.

I seek leave to table an explanatory memorandum relating to the bill.

Leave granted.

Senator XENOPHON: I table an explanatory memorandum, and I seek leave to have the second reading speech incorporated in Hansard.

The speech read as follows—

The Corporations Amendment (Modernisation of Members Registration) Bill 2017 (the bill) presents a simple solution to a simple problem.

Section 168 of the Corporations Act 2001 requires a company or registered scheme to set up and maintain a register of members.

The Members Register is a relevant record of members which details when they joined, where they live and how to contact them.

Subsection 169(1) sets out the general requirements of the register. As it is currently drafted, the register must contain:

a) the member's name and address; and

b) the date on which the entry of the member's name in the register is made.

Section 173 of the Corporations Act 2001 allows anyone to inspect the register. There are important protections and safeguards that exist within section 177 of the Corporations Act 2001 which deter from improper use and disclosure of the information contained on the register.

You can't simply access the register to get in contact with other members and send them unsolicited material. But what about when someone exercises their right to inspect the register in order to obtain the contact details of members about important issues relevant to them as members?

That person can pay a fee and get the name and address of the members. This sounds simple but what about if this person needs to contact a large number of members? The only option is to send a letter via traditional mail. Not only is this inefficient it is expensive. Contacting a large number of members could cost thousands of dollars when it could be done for free if email addresses were to be included on the register.

In a sense, the rationale and the public policy imperative for this bill can be encapsulated by the efforts of Mr Brett Stevenson.

Mr Stevenson is a NSW CPA accountant based in Armidale. As a member of CPA Australia, one of the two peak accounting bodies in this nation with some 155,000 members, Mr Stevenson has for months been agitating for greater transparency and openness on the way CPA Australia is run.

This request for transparency and openness includes details of the governance, remuneration and the strategic direction of CPA Australia.

Mr Stevenson's actions, along with many other like-minded members, have to date forced CPA Australia to provide disclosure of the remuneration of the management personnel, something that is

required for publicly listed companies.


CPA Australia has a convoluted board appointment process whereby the members don't directly vote for the directors, their recent AGM was in Singapore and members have been forced to rely on powers under the Corporations Act 2001 in order to get access to the members register in order to communicate with CPA Australia's 155,000 members.

This sort of conduct has resulted in the membership and the community losing confidence in the CPA as an organisation that is meant to be setting the standards for professional accounting bodies.

The bill will ensure email addresses are required to be included in the Members Register along with the members name, address and date of joining. This is a reasonable amendment to enable cost effective communication with members. There are already sufficient protections in the Act to prevent any vexatious and improper uses of the Members Register and, importantly, the bill does not affect the operation of the existing protections that apply to the inspection and use of information on registers.

It will remain a criminal offence to misuse the information contained on the register. A person will not be able to, for example, use an email address contained on the register to subscribe them to a mailing list.

This amendment is needed to take into account that most communication between companies and members is via email. It brings this particular provision of the Corporations Act 2001 into line with modern communication methods, but more importantly it enhances basic democratic principles which can empower members.

The bill makes a minor, but important change. It is straightforward and uncontroversial, and I urge all of my colleagues in the Senate to support it.

Senator XENOPHON: I seek leave to continue my remarks later.

Leave granted; debate adjourned.