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Governance Review Implementation (AASB and AUASB) Bill 2008

Schedule 1 Amendments

   

Australian Securities and Investments Commission Act 2001

1  Subsection 5(1)

Insert:

Office of the AASB means the Office of the Australian Accounting Standards Board.

2  Subsection 5(1)

Insert:

Office of the AUASB means the Office of the Auditing and Assurance Standards Board.

3  Before section 225

Insert:

Subdivision A The Financial Reporting Council

4  Paragraph 225(2)(b)

Repeal the paragraph, substitute:

                     (b)  giving the AASB advice or feedback on the AASB’s:

                              (i)  priorities; and

                             (ii)  business plans; and

                            (iii)  procedures; and

                    (ba)  giving the Office of the AASB advice or feedback on the Office’s:

                              (i)  budgets; and

                             (ii)  staffing arrangements (including level, structure and composition of staffing); and

5  Paragraph 225(2)(d)

Repeal the paragraph.

6  Paragraph 225(2)(j)

Omit “and periodically reviewing”.

7  Paragraph 225(2)(j)

Omit “the AASB”, substitute “those processes”.

8  Paragraph 225(2A)(b)

Repeal the paragraph, substitute:

                     (b)  giving the AUASB advice or feedback on the AUASB’s:

                              (i)  priorities; and

                             (ii)  business plans; and

                            (iii)  procedures; and

                    (ba)  giving the Office of the AUASB advice or feedback on the Office’s:

                              (i)  budgets; and

                             (ii)  staffing arrangements (including level, structure and composition of staffing); and

9  Paragraph 225(2A)(d)

Repeal the paragraph.

10  Paragraph 225(2A)(j)

Omit “and periodically reviewing”.

11  Paragraph 225(2A)(j)

Omit “the AUASB”, substitute “those processes”.

12  Section 226

Repeal the section, substitute:

Subdivision B The Australian Accounting Standards Board and the Office of the Australian Accounting Standards Board

226   The Office of the Australian Accounting Standards Board

             (1)  The Office of the Australian Accounting Standards Board is established.

             (2)  The Office of the AASB consists of:

                     (a)  the Chair of the AASB; and

                     (b)  the other members of the AASB; and

                     (c)  the staff of the Office of the AASB.

Note:          The Office of the AASB does not have a legal identity separate from the Commonwealth.

226A   Office of the AASB’s functions and powers

             (1)  The Office of the AASB has the following functions:

                     (a)  to make such arrangements as are necessary to give effect to the decisions of the AASB;

                     (b)  to provide technical services to the AASB;

                     (c)  to provide administrative services to the AASB;

                     (d)  to provide information to the AASB;

                     (e)  to advise the AASB about the performance of any of the AASB’s functions;

                      (f)  to make resources and facilities (including meeting facilities, communication facilities and secretariat services) available to the AASB;

                     (g)  such other functions as are conferred on the Office by this Act;

                     (h)  to do anything incidental to, or conducive to, the performance of any of the above functions.

             (2)  The Office of the AASB has power to:

                     (a)  establish committees, advisory panels and consultative groups; and

                     (b)  receive money contributed towards its or the AASB’s operating costs; and

                     (c)  do anything else that is necessary for, or reasonably incidental to, the performance of its functions.

13  Subsection 227(1) (notes 1 and 2)

Repeal the notes, substitute:

Note 1:       The AASB was established by subsection 226(1) of the Australian Securities and Investments Commission Act 1989 and is continued in existence by section 261 of this Act.

Note 2:       The standards made under paragraph (b) are given legal effect by the Corporations Act. The standards formulated under paragraph (c) do not have legal effect under the Corporations Act itself but may be applied or adopted by some other authority.

Note 3:       See section 224 and sections 228 to 233 for the framework within which the AASB is to formulate and make accounting standards.

14  Subsection 227(3)

Repeal the subsection, substitute:

Power to establish committees etc.

             (3)  The AASB has power to establish committees, advisory panels and consultative groups.

15  After section 227

Insert:

Subdivision C The Auditing and Assurance Standards Board and the Office of the Auditing and Assurance Standards Board

227AA   The Office of the Auditing and Assurance Standards Board

             (1)  The Office of the Auditing and Assurance Standards Board is established.

             (2)  The Office of the AUASB consists of:

                     (a)  the Chair of the AUASB; and

                     (b)  the other members of the AUASB; and

                     (c)  the staff of the Office of the AUASB.

Note:          The Office of the AUASB does not have a legal identity separate from the Commonwealth.

227AB   Office of the AUASB’s functions and powers

             (1)  The Office of the AUASB has the following functions:

                     (a)  to make such arrangements as are necessary to give effect to the decisions of the AUASB;

                     (b)  to provide technical services to the AUASB;

                     (c)  to provide administrative services to the AUASB;

                     (d)  to provide information to the AUASB;

                     (e)  to advise the AUASB about the performance of any of the AUASB’s functions;

                      (f)  to make resources and facilities (including meeting facilities, communication facilities and secretariat services) available to the AUASB;

                     (g)  such other functions as are conferred on the Office by this Act;

                     (h)  to do anything incidental to, or conducive to, the performance of any of the above functions.

             (2)  The Office of the AUASB has power to:

                     (a)  establish committees, advisory panels and consultative groups; and

                     (b)  receive money contributed towards its or the AUASB’s operating costs; and

                     (c)  do anything else that is necessary for, or reasonably incidental to, the performance of its functions.

16  Subsection 227A(1)

Omit “(1)”.

17  Subsections 227A(2) and (3)

Repeal the subsections.

18  Subsection 227B(2)

Repeal the subsection, substitute:

Power to establish committees etc.

             (2)  The AUASB has power to establish committees, advisory panels and consultative groups.

19  Subsection 231(1) (note)

Omit “227(3)”, substitute “227(4)”.

20  Section 232

Repeal the section, substitute:

232   FRC views

                   In performing its functions, the AASB must follow the broad strategic direction determined by the FRC under paragraph 225(2)(c).

21  Section 234C

Repeal the section, substitute:

234C   FRC views

                   In performing its functions, the AUASB must follow the broad strategic direction determined by the FRC under paragraph 225(2A)(c).

22  Paragraph 235B(1)(a)

Repeal the paragraph, substitute:

                     (a)  the operations of the FRC and its committees and advisory groups; and

23  Subsections 235B(2) and (2A)

Repeal the subsections, substitute:

             (2)  The report must include details of any advice or feedback that the FRC gave under paragraph 225(2)(b) or (ba) or (2A)(b) or (ba) during the year that ended on that 30 June.

24  After Subdivision A of Division 3 of Part 12

Insert:

Subdivision AA The Office of the AASB

235D   Duties of the Chair of the AASB

             (1)  The Chair of the AASB, under the Minister, is responsible for managing the Office of the AASB.

             (2)  In particular, the Chair of the AASB is responsible for approving:

                     (a)  the AASB’s priorities, business plans and procedures; and

                     (b)  the Office of the AASB’s budgets and staffing arrangements (including level, structure and composition of staffing).

             (3)  If the Chair of the AASB takes action that is inconsistent with any advice the FRC has given under paragraph 225(2)(b) or (ba), he or she must:

                     (a)  make a written record of his or her reasons for not following the advice; and

                     (b)  give a copy of the advice and of his or her reasons to the Minister; and

                     (c)  include a copy of the advice and of his or her reasons in the annual report under section 235J.

235E   Staff of the Office of the AASB

Employment of staff

             (1)  The Chair of the AASB may, on behalf of the Commonwealth, employ such staff under written agreements as the Chair thinks necessary to employ to assist the Office of the AASB in the performance of its functions and the exercise of its powers.

             (2)  The terms and conditions of staff employed under subsection (1) are as determined in writing by the Chair.

Note:          For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901 .

Office of the AASB Code of Conduct

             (3)  The Chair of the AASB must determine, in writing, the Office of the AASB Code of Conduct.

Note:          For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901 .

             (4)  The Office of the AASB Code of Conduct applies to the Chair of the AASB and staff appointed under subsection (1).

             (5)  An instrument made under subsection (3) is not a legislative instrument.

Engagement of staff under the Public Service Act 1999

             (6)  Without limiting subsections (1) and (2), staff of the Office of the AASB may be engaged under the Public Service Act 1999 .

             (7)  For the purposes of the Public Service Act 1999 :

                     (a)  the Chair of the AASB and the staff of the Office of the AASB referred to in subsection (6) together constitute a Statutory Agency; and

                     (b)  the Chair of the AASB is the Head of that Statutory Agency.

235F   Consultants and persons seconded to the Office of the AASB

             (1)  The Chair of the AASB may, on behalf of the Commonwealth, engage consultants to perform services for the Office of the AASB in connection with the performance of any of its functions.

             (2)  The terms and conditions of engagement are as determined in writing by the Chair.

Note:          For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901 .

             (3)  The Office of the AASB may also be assisted:

                     (a)  by employees of Agencies (within the meaning of the Public Service Act 1999 ); and

                     (b)  by officers and employees of authorities of the Commonwealth; and

                     (c)  by employees of Commonwealth companies (within the meaning of the Commonwealth Authorities and Companies Act 1997 );

whose services are made available to the Office of the AASB in connection with the performance of any of its functions.

235G   Office of the AASB to have regard to FRC’s advice etc.

                   The Office of the AASB must have regard to the advice and feedback about its budgets and staffing arrangements that the FRC gives under paragraph 225(2)(ba).

235H   Chair not subject to direction by the AASB on certain matters

                   To avoid doubt, the Chair of the AASB is not subject to direction by the AASB in relation to the Chair’s performance of functions, or exercise of powers, under the Financial Management and Accountability Act 1997 or the Public Service Act 1999 in relation to the Office of the AASB.

235J   Annual report

                   The Chair of the AASB must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report of the operations of the AASB and the Office of the AASB during the financial year.

25  Subsection 236A(3)

Repeal the subsection.

26  After section 236A

Insert:

236AA   AASB to have regard to FRC’s advice etc.

                   The AASB must have regard to the advice and feedback about its priorities, business plans and procedures that the FRC gives under paragraph 225(2)(b).

27  At the end of Subdivision B of Division 3 of Part 12

Add:

236DA   Disclosure of interests

Disclosure to Minister or Chair of AASB

             (1)  If a member of the AASB has or acquires any direct or indirect pecuniary interest that conflicts or could conflict with the proper performance of the member’s functions, the member must:

                     (a)  if the member is the Chair of the AASB—give written notice of the interest to the Minister; or

                     (b)  if the member is not the Chair of the AASB—give written notice of the interest to the Chair of the AASB.

Disclosure to AASB

             (2)  A member of the AASB who has a direct or indirect pecuniary interest in a matter being considered or about to be considered by the AASB must disclose the nature of the interest to a meeting of the AASB.

             (3)  The disclosure under subsection (2) must be made as soon as possible after the relevant facts have come to the member’s knowledge.

             (4)  The disclosure under subsection (2) must be recorded in the minutes of the meeting of the AASB.

             (5)  The member:

                     (a)  must not be present during any deliberation by the AASB on the matter; and

                     (b)  must not take part in any decision of the AASB with respect to the matter;

unless the Minister (if the member is the Chair of the AASB) or the Chair of the AASB (if the member is not the Chair of the AASB) otherwise determines.

28  After Subdivision B of Division 3 of Part 12

Insert:

Subdivision BAA The Office of the AUASB

236DB   Duties of the Chair of the AUASB

             (1)  The Chair of the AUASB, under the Minister, is responsible for managing the Office of the AUASB.

             (2)  In particular, the Chair of the AUASB is responsible for approving:

                     (a)  the AUASB’s priorities, business plans and procedures; and

                     (b)  the Office of the AUASB’s budgets and staffing arrangements (including level, structure and composition of staffing).

             (3)  If the Chair of the AUASB takes action that is inconsistent with any advice the FRC has given under paragraph 225(2A)(b) or (ba), he or she must:

                     (a)  make a written record of his or her reasons for not following the advice; and

                     (b)  give a copy of the advice and of his or her reasons to the Minister; and

                     (c)  include a copy of the advice and of his or her reasons in the annual report under section 236DG.

236DC   Staff of the Office of the AUASB

Employment of staff

             (1)  The Chair of the AUASB may, on behalf of the Commonwealth, employ such staff under written agreements as the Chair thinks necessary to employ to assist the Office of the AUASB in the performance of its functions and the exercise of its powers.

             (2)  The terms and conditions of staff employed under subsection (1) are as determined in writing by the Chair.

Note:          For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901 .

Office of the AUASB Code of Conduct

             (3)  The Chair of the AUASB must determine, in writing, the Office of the AUASB Code of Conduct.

Note:          For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901 .

             (4)  The Office of the AUASB Code of Conduct applies to the Chair of the AUASB and staff appointed under subsection (1).

             (5)  An instrument made under subsection (3) is not a legislative instrument.

Engagement of staff under the Public Service Act 1999

             (6)  Without limiting subsections (1) and (2), staff of the Office of the AUASB may be engaged under the Public Service Act 1999 .

             (7)  For the purposes of the Public Service Act 1999 :

                     (a)  the Chair of the AUASB and the staff of the Office of the AUASB referred to in subsection (6) together constitute a Statutory Agency; and

                     (b)  the Chair of the AUASB is the Head of that Statutory Agency.

236DD   Consultants and persons seconded to the Office of the AUASB

             (1)  The Chair of the AUASB may, on behalf of the Commonwealth, engage consultants to perform services for the Office of the AUASB in connection with the performance of any of its functions.

             (2)  The terms and conditions of engagement are as determined in writing by the Chair.

Note:          For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901 .

             (3)  The Office of the AUASB may also be assisted:

                     (a)  by officers and employees of Agencies (within the meaning of the Public Service Act 1999 ); and

                     (b)  by officers and employees of authorities of the Commonwealth; and

                     (c)  by employees of Commonwealth companies (within the meaning of the Commonwealth Authorities and Companies Act 1997 );

whose services are made available to the Office of the AUASB in connection with the performance of any of its functions.

236DE   Office of the AUASB to have regard to FRC’s advice etc.

                   The Office of the AUASB must have regard to the advice and feedback about its budgets and staffing arrangements that the FRC gives under paragraph 225(2A)(ba).

236DF   Chair not subject to direction by the AUASB on certain matters

                   To avoid doubt, the Chair of the AUASB is not subject to direction by the AUASB in relation to the Chair’s performance of functions, or exercise of powers, under the Financial Management and Accountability Act 1997 or the Public Service Act 1999 in relation to the Office of the AUASB.

236DG   Annual report

                   The Chair of the AUASB must, as soon as practicable after the end of each financial year, prepare and give to the Minister, for presentation to the Parliament, a report of the operations of the AUASB and the Office of the AUASB during the financial year.

29  Subsection 236E(3)

Repeal the subsection.

30  After section 236E

Insert:

236EA   AUASB to have regard to FRC’s advice etc.

                   The AUASB must have regard to the advice and feedback about its priorities, business plans and procedures that the FRC gives under paragraph 225(2A)(b).

31  At the end of Subdivision BA of Division 3 of Part 12

Add:

236J   Disclosure of interests

Disclosure to Minister or Chair of AUASB

             (1)  If a member of the AUASB has or acquires any direct or indirect pecuniary interest that conflicts or could conflict with the proper performance of the member’s functions, the member must:

                     (a)  if the member is the Chair of the AUASB—give written notice of the interest to the Minister; or

                     (b)  if the member is not the Chair of the AUASB—give written notice of the interest to the Chair of the AUASB.

Disclosure to AUASB

             (2)  A member of the AUASB who has a direct or indirect pecuniary interest in a matter being considered or about to be considered by the AUASB must disclose the nature of the interest to a meeting of the AUASB.

             (3)  The disclosure under subsection (2) must be made as soon as possible after the relevant facts have come to the member’s knowledge.

             (4)  The disclosure under subsection (2) must be recorded in the minutes of the meeting of the AUASB.

             (5)  The member:

                     (a)  must not be present during any deliberation by the AUASB on the matter; and

                     (b)  must not take part in any decision of the AUASB with respect to the matter;

unless the Minister (if the member is the Chair of the AUASB) or the Chair of the AUASB (if the member is not the Chair of the AUASB) otherwise determines.

32  Subsection 237(1)

Omit “and the AUASB”, substitute “, the Office of the AASB, the AUASB and the Office of the AUASB”.

33  Paragraph 237(2)(b)

Omit “or the AUASB’s”, substitute “, the Office of the AASB’s, the AUASB’s or the Office of the AUASB’s”.

34  Subdivision D of Division 3 of Part 12

Repeal the Subdivision.

35  Paragraphs 246(1)(i) and (j)

Repeal the paragraphs, substitute:

                      (i)  a person who is:

                              (i)  a member of staff of the Office of the AASB engaged under section 235E; or

                             (ii)  a consultant to the Office of the AASB engaged under section 235F; or

                            (iii)  a person assisting the Office of the AASB under subsection 235F(3);

                      (j)  a person who is:

                              (i)  a member of staff of the Office of the AUASB engaged under section 236DC; or

                             (ii)  a consultant to the Office of the AUASB engaged under section 236DD; or

                            (iii)  a person assisting the Office of the AUASB under subsection 236DD(3);

36  At the end of paragraph 246(2)(c)

Add “or by the Office of the AASB”.

37  At the end of paragraph 246(2)(d)

Add “or by the Office of the AUASB”.