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1 AUSTRALIA\NSUTHERL\650442910.04 Company Law & Governance Update Index* 2002 – 2015 SUBJECT TITLE OF ARTICLE PUBLICATION DATE Accounting Standards ASIC Regulatory Guide 230: Disclosing non- IFRS financial information December 2011 Disclosing financial information other than in accordance with accounting standards – ASIC Consultation Paper 150 April 2011 Analyst briefing Updated ASX Guidance Note 8 – analysing the expanding guidance July 2015 No surprises here: Proposed amendments to ASX Guidance Note 8 on Continuous Disclosure March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class actions in Australia: a growth market June 2014 Chairman permitted to cast undirected proxies on remuneration report and spill resolutions August 2012 2011 AGM's: 1 strike and the clock starts ticking February 2012 Ability of Chairman to cast undirected proxies on the remuneration report resolution September 2011 Corporations Amendment (Improving Accountability on Directors and Executive Remuneration) Act 2011 July 2011 Progress of the Corporations Amendment (Improving Accountability on Director and Executive Remunerations) Bill 2011 May 2011 Update on executive remuneration reforms June 2011 Anti-corruption Anti-corruption developments in Australia: Facilitation payment defence likely to go November 2011

Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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Page 1: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

1

AUSTRALIA\NSUTHERL\650442910.04

Company Law & Governance Update Index*

2002 – 2015

SUBJECT TITLE OF ARTICLE PUBLICATION DATE

Accounting Standards ASIC Regulatory Guide 230: Disclosing non-

IFRS financial information

December 2011

Disclosing financial information other than in

accordance with accounting standards – ASIC

Consultation Paper 150

April 2011

Analyst briefing Updated ASX Guidance Note 8 – analysing the

expanding guidance

July 2015

No surprises here: Proposed amendments to

ASX Guidance Note 8 on Continuous

Disclosure

March 2015

Annual General Meetings

(AGMs)

- see also General Meetings

Shareholder opinion resolutions rejected August 2015

Securities class actions in Australia: a growth

market

June 2014

Chairman permitted to cast undirected proxies

on remuneration report and spill resolutions

August 2012

2011 AGM's: 1 strike and the clock starts

ticking

February 2012

Ability of Chairman to cast undirected proxies

on the remuneration report resolution

September 2011

Corporations Amendment (Improving

Accountability on Directors and Executive

Remuneration) Act 2011

July 2011

Progress of the Corporations Amendment

(Improving Accountability on Director and

Executive Remunerations) Bill 2011

May 2011

Update on executive remuneration reforms June 2011

Anti-corruption Anti-corruption developments in Australia:

Facilitation payment defence likely to go

November 2011

Page 2: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

2

AUSTRALIA\NSUTHERL\650442910.04

SUBJECT TITLE OF ARTICLE PUBLICATION DATE

Anti-bribery laws – a new sheriff from the UK June 2011

Bill on remuneration reform introduced into

Parliament

1 March 2011

Government response to Productivity

Commission: 'No vacancy', 'two strikes' and

bonus clawbacks

May 2010

Rethinking the AGM October 2008

Roundtable on Rethinking the AGM –

discussion paper

May 2008

Results of 2006 AGM Survey May 2007

AGM 2006: Constitutional amendments to

consider

July 2006

Review of 2005 AGMs: Were Shareholders

Engaged?

April 2006

'Tis the (AGM) Season December 2005

Director and executive remuneration (Non-

binding resolution on remuneration report)

May 2005

(Special edition)

'Tis the (AGM) season… (including the Whitlam

case)

November 2003

Australian Prudential

Regulatory Authority

(APRA)

APRA's approach to executive remuneration February 2009

New APRA governance standards June 2006

APRA Draft Prudential Standards on

Governance

June 2005

APRA Consultation Paper March 2004 ("Fit

and Proper" requirements)

March 2004

"As pure as the driven snow" – Who can run

ADIs and insurers? Some practical

considerations

March 2004

Australian Securities and

Investments Commission

(ASIC)

Employee incentive schemes: Updated class

order relief and proposed tax changes

16 December 2014

ASIC consults on financial reporting relief for

externally administered companies

8 October 2014

ASIC seeks feedback on proposed extensions December 2013

Page 3: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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SUBJECT TITLE OF ARTICLE PUBLICATION DATE

to its employee incentive scheme relief

No rubber stamps for directors and officers April 2013

ASIC Regulatory Guide 230: Disclosing non-

IFRS financial information

December 2011

ASIC publishes regulatory guide on insolvent

trading

September 2010

Access to documents connected with ASIC

examinations

February 2009

Australian Shareholders

Association

Change to ASA Policy on Equivalent

Directorships

October 2005

ASX Corporate Governance

Council Principles and

Recommendations

The 3rd edition of the ASX Corporate

Governance Council Principles and

Recommendations released

March 2014

ASX Corporate Governance Council consults

on proposed 3rd edition of the Principles and

Recommendations

August 2013

Corporate Round-up October 2010

Final ASX requirements for board diversity August 2010

ASX guidelines for gender diversity May 2010

ASX reforms to remuneration committees,

trading policies and analysts briefings

May 2010

Corporate governance reporting – focus on

risk disclosure

August 2008

The Revised ASX Corporate Governance

Council Principles and Recommendations

August 2007

Should the ASX concern itself with corporate

social responsibility

December 2006

Exposure draft amendments to ASX Principles

of Good Corporate Governance

November 2006

APRA Draft Prudential Standards on

Governance

June 2005

Director and executive remuneration (ASX

Requirements)

May 2005

(Special edition)

False or Misleading CEO/CFO declarations April 2005

ASX Corporate Governance Council – April 2005

Page 4: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

4

AUSTRALIA\NSUTHERL\650442910.04

SUBJECT TITLE OF ARTICLE PUBLICATION DATE

Implementation Review Group Report

CEO/CFO Declarations December 2004

"If not, why not – that is the question…" April 2003

ASX listing rules Updated ASX Guidance Note 8 – analysing the

expanding guidance

July 2015

No surprises here: Proposed amendments to

ASX Guidance Note 8 on Continuous

Disclosure

March 2015

The 3rd edition of the ASX Corporate

Governance Council Principles and

Recommendations released

March 2014

ASX consults further on certain governance-

related Listing Rule amendments

March 2014

ASX Corporate Governance Council consults

on proposed 3rd edition of the Principles and

Recommendations

August 2013

ASX releases new guidance on continuous

disclosure

March 2013

ASX proposes new guidance on continuous

disclosure

17 October 2012

ASX's new trading policy requirements September 2010

ASX reforms to remuneration committees,

trading policies and analysts briefings

May 2010

ASX Developments February 2010

Director and executive remuneration

(Contents of Remuneration Report; ASX

Requirements)

May 2005

(Special edition)

Proposed Listing Rule Amendments – Change

of Implementation Date

April 2005

Audit independence Proposed audit enhancement reforms - update March 2012

Proposed Audit Enhancement Reforms December 2011

ASX Developments February 2010

Audit Letters and Legal Professional Privilege October 2005

Audit Independence

(see also CLERP 9)

March 2002

Page 5: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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Auditing standards Proposed Audit Enhancement Reforms December 2011

Legally enforceable Auditing Standards June 2006

Board

composition/diversity

The 3rd edition of the ASX Corporate

Governance Council Principles and

Recommendations released

March 2014

ASX Corporate Governance Council consults

on proposed 3rd edition of the Principles and

Recommendations

August 2013

Proposed introduction of minimum gender

equality standards

March 2012

Federal Government proposes mandatory

reporting on gender diversity outcomes

April 2011

Shareholder approval required to declare no

board vacancies: new Bill introduced into

Parliament

1 March 2011

Corporate Round-up October 2010

Final ASX requirements for board diversity August 2010

ASX guidelines for gender diversity May 2010

CEO/CFO declarations ASX Corporate Governance Council consults

on proposed 3rd edition of the Principles and

Recommendations

August 2013

Ability of Chairman to cast undirected proxies

on the remuneration report resolution

September 2011

False or Misleading CEO/CFO declarations April 2005

CEO/CFO Declarations December 2004

Chairman Unsuccessful challenges to chairman's decision

to reject votes

October 2008

The Company Chair and the Weight of Glory

(ASIC v Rich)

March 2003

Class actions Securities class actions in Australia: a growth

market

June 2014

Appeal court held ASIC could resist production

of documents tending to identify

whistleblowers

August 2008

CLERP 9 New ASIC Consultation Paper 187 – Effective

disclosure in an operating and financial review

November 2012

Page 6: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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SUBJECT TITLE OF ARTICLE PUBLICATION DATE

CLERP anniversary: where to now? April 2010

Changes to Termination Payments Law February 2005

CEO/CFO Declarations December 2004

CLERP 9 – Applicability to Public Unlisted

Companies

December 2004

Some Practical Issues for Disclosure Policies September 2004

CLERP 9 has arrived July 2004

Stop Press – Update on CLERP 9 December 2003

CLERP (Audit Reform & Corporate Disclosure)

Bill 2003

October 2003

CLERP 9 September 2002

Company administration ASIC consults on financial reporting relief for

externally administered companies

8 October 2014

Company books Shareholders access to books and records September 2011

Shareholder inspection of company books May 2009

Company Secretary The 3rd edition of the ASX Corporate

Governance Council Principles and

Recommendations released

March 2014

Company regulation A Simpler Regulatory System – A practical

guide to the Corporations Legislation

Amendment (Simpler Regulatory System) Act

2007

July 2007

Company reporting Bill to introduce mandatory reporting of

payments by Australian extractive companies

to governments

8 December 2014

Changes to members' ability to request a

general meeting … but dividend reforms

delayed

23 October 2014

ASIC consults on financial reporting relief for

externally administered companies

8 October 2014

At last a simpler dividends test … and other

reforms

April 2014

Back to the future on dividends and more

executive remuneration disclosures

January 2013

New ASIC Consultation Paper 187 – Effective November 2012

Page 7: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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disclosure in an operating and financial review

ASIC Regulatory Guide 230: Disclosing non-

IFRS financial information

December 2011

Dividend Regime Review December 2011

Centro penalty judgment September 2011

ASIC's civil penalty proceedings against the

directors and officers of Centro

July 2011

Payment of dividends and corporate reporting

reforms

July 2010

Corporate governance reporting – focus on

risk disclosure

August 2008

The relevance of climate change for company

reporting

13 June 2008

Rethinking regulation June 2006

Confidential information Handling confidential information and market

soundings" ASIC's proposed best practice

guidelines

February 2010

Conflict of interest The meaning of "material personal interest" June 2009

"Avoiding" versus "managing" conflicts of

interest for financial services licensees

February 2009

The Citigroup case August 2007

ASIC's proceedings against Citigroup June 2007

Constitutional amendments Members can't amend directors' statutory

duties

December 2007

Continuous disclosure Updated ASX Guidance Note 8 – analysing the

expanding guidance

July 2015

No surprises here: Proposed amendments to

ASX Guidance Note 8 on Continuous

Disclosure

March 2015

Securities class actions in Australia: a growth

market

June 2014

ASX releases new guidance on continuous

disclosure

March 2013

James Hardie – The final chapter November 2012

ASX proposes new guidance on continuous 17 October 2012

Page 8: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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SUBJECT TITLE OF ARTICLE PUBLICATION DATE

disclosure

High Court upholds Fortescue Appeal:

Fortescue and Mr Forrest successful

11 October 2012

James Hardie High Court Appeal Decision May 2012

Fortescue Metals appeal: Implications for

corporate disclosure and directors' duties

8 March 2011

The James Hardie appeals: implications for

directors and senior management

8 March 2011

The Content of Corporate disclosures

Litigation Update

21 February 2011

James Hardie Civil Penalty Proceedings Appeal

Decision

Litigation Update

12 December 2010

Director protections prove elusive February 2010

Continuous disclosure requirements depend on

context of information

May 2009

Infringement notices for alleged breach of the

continuous disclosure provisions

July 2008

CEO held personally liable for company's

statements to market

July 2008

Regulators increase focus on disclosure of

directors' share trades

July 2008

Directors fail to disclose share trades March 2008

Continuous disclosure and directors' margin

loans

March 2008

Chief executive not personally liable for

company's misleading statements

February 2008

Members don't come last March 2007

Profit upgrades and downgrades – Keeping the

market informed

November 2006

Jubilee Mines – The continuous disclosure

"judgement call"

November 2006

Recent court guidance on continuous

disclosure

September 2006

Best practice continuous disclosure system September 2006

Page 9: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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Anomaly in Disclosure of Non-Audit Services February 2006

Some Practical Issues for Disclosure Policies September 2004

Control transactions Insider participation in control transactions May 2007

Corporate governance

- see also ASX Corporate

Governance Council

- see also Remuneration

The 3rd edition of the ASX Corporate

Governance Council Principles and

Recommendations released

March 2014

Corporate governance reporting – focus on

risk disclosure

August 2008

Corporate governance the greatest risk June 2006

Corporate law reform Changes to members' ability to request a

general meeting … but dividend reforms

delayed

23 October 2014

At last a simpler dividends test … and other

reforms

April 2014

Back to the future on dividends and more

executive remuneration disclosures

January 2013

Proposed Audit Enhancement Reforms December 2011

Dividend Regime Review December 2011

Bill on remuneration reform introduced into

Parliament

1 March 2011

Corporate Round-up October 2010

Government response to Productivity

Commission: 'No vacancy', 'two strikes' and

bonus clawbacks

May 2010

CLERP anniversary: where to now? April 2010

Parliamentary Joint Committee makes

recommendations for shareholder engagement

26 June 2008

Senator Nick Sherry's corporate law priorities March 2008

A simpler regulatory system – A practical

guide to the Corporations Legislation

Amendment (Simpler Regulatory System) Act

2007

July 2007

Status of Possible Reforms on Shareholder

Requisitions

September 2005

Page 10: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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SUBJECT TITLE OF ARTICLE PUBLICATION DATE

Personal Liability for Directors of Corporate

Trustees – Proposal for reform

June 2005

Corporate Law Reform – An update November 2006

Corporate social

responsibility

- see also Environmental

issues

The 3rd edition of the ASX Corporate

Governance Council Principles and

Recommendations released

March 2014

ASX Corporate Governance Council consults

on proposed 3rd edition of the Principles and

Recommendations

August 2013

Should the ASX concern itself with corporate

social responsibility?

December 2006

Corporate Social Responsibility August 2006

Corporate Social Responsibility September 2005

Corporations Amendment Bill 2 2005 April 2005

Destruction of documents Destruction of Documents: A New Victorian

Criminal Offence

February 2006

Directors' and officers'

insurance

Defence costs cover under D&O insurance

uncertain

October 2011

Directors' duties and

liabilities

- see also officers' duties

No rubber stamps for directors and officers April 2013

James Hardie – The final chapter November 2012

High Court upholds Fortescue Appeal:

Fortescue and Mr Forrest successful

11 October 2012

Directors' personal liability for unpaid

superannuation guarantee charge

August 2012

Victoria withdraws from National

Harmonisation of Work Health and Safety

Laws

August 2012

James Hardie High Court Appeal Decision May 2012

Centro penalty judgement September 2011

ASIC's civil penalty proceedings against the

directors and officers of Centro

July 2011

James Hardie: The saga continues May 2011

Page 11: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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Officers' duties under the new national OHS

law

April 2011

Fortescue Metals appeal: Implications for

corporate disclosure and directors' duties

8 March 2011

The James Hardie appeals: implications for

directors and senior management

8 March 2011

James Hardie Civil penalty proceedings appeal

decision

Litigation Update

21 December 2010

Judgements in James Hardie appeals handed

down today

Litigation Update

17 December 2010

Unlawful workplace conduct – Implications for

boards

December 2010

De facto directors – not quite a shadow but

still liable

December 2010

Corporate Round-up October 2010

ASIC publishes regulatory guide on insolvent

trading

September 2010

Out of the shadows: Commercial dealings and

shadow directorships

July 2010

Court disinfects false AIDS claim: director held

liable for breach of duty and misleading ASX

announcement

April 2010

CLERP anniversary: where to now? April 2010

Director protections prove elusive February 2010

Shareholder inspection of company books May 2009

Lessons for directors and officers from the

James Hardie litigation

May 2009

Where to from here? Directing in interesting

times

March 2009

Director had a duty not to withhold

information from company

February 2009

CEO held personally liable for company's

statements to market

July 2008

Directors partially relieved by court form 13 June 2008

Page 12: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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liability from loss resulting from insolvent

trading

Senator Nick Sherry's corporate law priorities March 2008

Chief executive not personally liable for

company's misleading statements

February 2008

Directors' duties on entering into break fee

agreements

February 2008

Is there a doctrine of caretaker directors? December 2007

Members can't amend directors' statutory

duties

December 2007

Former HIH CFO sentenced – Don't keep

things from the auditors or the board!

December 2007

ASIC v Vines: Reduced penalty on appeal for

GIO CFO

September 2007

"Yes, you really do need to be careful". June 2007

Change to ASA Policy in Equivalent

Directorships

October 2005

Proposed New Restrictions on Indemnification

of Directors and Officers

September 2005

Do I Really Need to be Careful? Executive

Responsibility for Due Diligence & "Sign Offs"

September 2005

Personal Liability for Directors of Corporate

Trustees – Proposal for reform

June 2005

Ray Williams & Rodney Adler Sentenced to

Gaol

May 2005

Directors' Prospectus Obligations May 2005

Final Note to the Adler saga April 2005

What you need to know about directors'

liabilities: what keeps the vigilant director

awake at night?

December 2003

Two Recent Directors' Duties Cases — US and

UK (Equitable Life and Disney)

December 2003

'Tis the (AGM) season… (including the Whitlam

case)

November 2003

Two Tragic Sagas (The Adler / "Pacific Eagle

Case"; the Whitlam Case)

November 2002

Page 13: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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Director independence The 3rd edition of the ASX Corporate

Governance Council Principles and

Recommendations released

March 2014

ASX Corporate Governance Council consults

on proposed 3rd edition of the Principles and

Recommendations

August 2013

Directors – removal or

retirement

Corporations Amendment (Improving

Accountability on Director and Executive

Remuneration) Act 2011

July 2011

Shareholder approval required to declare no

board vacancies: new Bill introduced into

Parliament

1 March 2011

Government response to Productivity

Commission: 'No vacancy', 'two strikes' and

bonus clawbacks

May 2010

Director's retirement benefit held to be valid February 2009

Directors of public companies are entitled to

procedural fairness in proposals to remove

them

February 2008

Directors' "Pre-Nuptial" Agreements – For

Better or Worse?

September 2004

Directors' retirement

benefits

Director's retirement benefit held to be valid February 2009

Directors' share trades Regulators increase focus on disclosure of

directors' share trades

July 2008

Directors fail to disclose share trades March 2008

Dividends Changes to members' ability to request a

general meeting … but dividend reforms

delayed

23 October 2014

At last a simpler dividends test … and other

reforms

April 2014

Back to the future on dividends and more

executive remuneration disclosures

January 2013

Dividend Regime Review December 2011

Payment of dividends and corporate reporting

reforms

July 2010

When are dividends declared? March 2008

Page 14: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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Due diligence ASIC v Vines: Reduced penalty on appeal for

GIO CFO

September 2007

"Yes, you really do need to be careful". June 2007

Do I Really Need to be Careful? Executive

Responsibility for Due Diligence & "Sign Offs"

September 2005

Employee share plans Employee incentive schemes: Updated class

order relief and proposed tax changes

16 December 2014

ASX consults further on certain governance-

related Listing Rules amendments

March 2014

ASIC seeks feedback on proposed extensions

to its employee incentive scheme relief

December 2013

ESOPs rise from the ashes July 2009

2009 -10 Federal Budget – Proposed changes

to employee share and option plans

May 2009

Equity Awards and the Secondary Sale

Provisions

September 2005

Employee Share Plans and Insider Trading December 2004

Environmental issues

- see also Corporate Social

Responsibility

The relevance of climate change for company

reporting

13 June 2008

Greenhouse reporting by Companies from July

2008

September 2007

The importance of good environmental

management systems

July 2006

Lifting the Corporate Veil on Environmental

Harm

December 2005

Executive remuneration Changes to members' ability to request a

general meeting … but dividend reforms

delayed

23 October 2014

At last a simpler dividends test … and other

reforms

April 2014

The 3rd edition of the ASX Corporate

Governance Council Principles and

Recommendations released

March 2014

ASX Corporate Governance Council consults

on proposed 3rd edition of the Principles and

Recommendations

August 2013

Page 15: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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Back to the future on dividends and more

executive remuneration disclosures

January 2013

Chairman permitted to cast undirected proxies

on remuneration report and spill resolutions

August 2012

UK Government announces final proposals on

director's pay

August 2012

2011 AGMs: 1 strike and the clock starts

ticking

February 2012

Ability of Chairman to cast undirected proxies

on the remuneration report resolution

September 2011

Corporations Amendment (Improving

Accountability on Director and Executive

Remunerations ) Act 2011

July 2011

Update on executive remuneration reforms June 2011

Progress on the Corporations Amendment

(Improving Accountability on Director and

Executive Remuneration) Bill 2011

May 2011

Bill of remuneration reform introduced into

Parliament

1 March 2011

Government proposal to "clawback" executive

bonuses

1 March 2011

Corporate Round-up October 2010

Government response to Productivity

Commission: 'No vacancy', 'two strikes' and

bonus clawbacks

May 2010

Proposed changes to director and executive

remuneration

May 2008

APRA's approach to executive remuneration February 2009

Senator Nick Sherry's corporate law priorities March 2008

To hedge or not to hedge? That is the

question.

June 2006

Overcoming Duplication of Remuneration

Information

September 2005

Equity Awards and the Secondary Sale

Provisions

September 2005

Director and executive remuneration May 2005 (Special

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Edition)

Remuneration Disclosure & Good Corporate

Governance

July 2002

External administration

- see Company

administration

Financial information Bill to introduce mandatory reporting for

payments by Australian extractive companies

to governments

8 December 2014

Securities class actions in Australia: a growth

market

June 2014

ASIC Regulatory Guide 230: Disclosing non-

IFRS financial information

December 2011

Centro penalty judgement September 2011

ASIC's civil penalty proceedings against the

directors and officers of Centro

July 2011

Disclosing financial information other than in

accordance with accounting standards – ASIC

Consultation Paper 150

April 2011

Facilitation payment Anti-corruption developments in Australia:

Facilitation payment defence likely to go

November 2011

Facilitation payment or bribe? July 2006

Financial services Bill introduced to reform margin loans, trustee

companies and debentures

July 2009

"Fit and Proper"

requirements

APRA Consultation Paper March 2004 March 2004

General meetings

- see also Annual General

Meetings

Changes to members' ability to request a

general meeting … but dividend reforms

delayed

23 October 2014

At last a simpler dividends test … and other

reforms

April 2014

Unsuccessful challenges to chairman's decision

to reject votes

October 2008

Shareholder direct voting September 2007

Corporate law reform – an update November 2006

Status report on shareholder requisition June 2006

Page 17: Company Law & Governance Update Index · March 2015 Annual General Meetings (AGMs) - see also General Meetings Shareholder opinion resolutions rejected August 2015 Securities class

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reforms

Minutes of Company Meetings: How much

Detail?

October 2005

Status of Possible Reforms on Shareholder

Requisitions

September 2005

Group accounting relief Reform to ASIC relief regarding financial

reporting for wholly-owned subsidiaries

13 June 2008

Don't forget your ASIC Form 389 August 2007

ASIC Class Order 98/1418: Wholly Owned

Entities Amended

August 2005

HIH fall-out HIH Royal Commission Report May 2003

Two Tragic Sagas (The Adler / "Pacific Eagle

Case"; the Whitlam Case)

November 2002

Ray Williams & Rodney Adler Sentenced to

Gaol

May 2005

Final Note to the Adler saga April 2005

Indemnification (D&O) Proposed New Restrictions on Indemnification

of Directors and Officers

September 2005

Infringement notice Infringement notices for alleged breach of the

continuous disclosure provisions

July 2008

Insider participation Insider participation in control transactions May 2007

Insider trading Corporate Round-up October 2010

ASX's new trading policy requirements September 2010

Government crackdown on insider trading &

market manipulation

July 2010

ASIC's proceedings against Citigroup June 2007

Civil Penalties for Insider Trading – Calculating

the Price for an Offence

June 2005

Employee Share Plans and Insider Trading December 2004

Insolvent trading ASIC publishes regulatory guide on insolvent

trading

September 2010

Legal professional privilege Waiver of Privilege in ASX Announcements February 2006

Can In-House Lawyers claim Legal

Professional Privilege?

October 2005

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Audit Letters and Legal Professional Privilege October 2005

Legal Profession Privilege and Communications

with Auditors

June 2005

Management buyouts Insider participation in control transactions May 2007

Market soundings Handling confidential information and market

soundings: ASIC's proposed best practice

guidelines

February 2010

Material personal interest

- see Conflict of Interest

Ministerial changes Ministerial changes July 2009

New York Stock Exchange New York Stock Exchange Governance Update September 2002

Recommendations for Enhancements to the

New York Stock Exchange Listing Standards

June 2002

Not-For-Profit sector Update: continuing reform of the Not-For-

Profit sector

August 2013

Reform of the Not-For-Profit Sector June 2012

Occupational Health and

Safety (OHS)

Victoria withdraws from National

Harmonisation of Work Health and Safety

Laws

August 2012

Officers duties under the new national OHS

law

April 2011

OHS due diligence – A guide for Directors and

CEOs

March 2007

Officers' duties No rubber stamps for directors and officers April 2013

James Hardie – The final chapter November 2012

Victoria withdraws from National

Harmonisation of Work Health and Safety

Laws

August 2012

James Hardie High Court Appeal Decision May 2012

James Hardie: The saga continues May 2011

Officers duties under the new national OHS

law

April 2011

The James Hardie appeals: implications for

directors and senior management

8 March 2011

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James Hardie Civil penalty proceedings appeal

decision

Litigation Update

21 December 2010

Judgements in James Hardie appeals handed

down today

Litigation Update

17 December 2010

CEO held personally liable for company's

statements to market

July 2008

Chief executive not personally liable for

company's misleading statements

February 2008

Former HIH CFO sentenced – Don't keep

things from the auditors or the board!

December 2007

ASIC v Vines: Reduced penalty on appeal for

GIO CFO

September 2007

"Yes, you really do need to be careful" June 2007

Duties below board level July 2006

Preferential shares Out of the ordinary: High Court clarifies nature

of "preference share"

May 2013

When is a preferential dividend "in arrears"? June 2009

"Pre-nuptial" agreements Directors' "Pre-Nuptial" Agreements – For

Better or Worse?

September 2004

Priority of shareholder

interests in insolvency

Corporate Round-up October 2010

Reversing Sons of Gwalia – draft legislation

released for comment

May 2010

Insolvency law reform – good news for

investment and corporate rescue in Australia

February 2010

CAMAC report "Claims by shareholders against

insolvent companies: implications of the Sons

of Gwalia decision".

February 2009

Members don't come last March 2007

Privilege Legal Professional Privilege and

Communications with Auditors

June 2005

Prospectuses Equity Awards and the Secondary Sale

Provisions

September 2005

Do I Really Need to be Careful? Executive September 2005

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Responsibility for Due Diligence & "Sign Offs"

Directors' Prospectus Obligations May 2005

Proxies ASX consults further on certain governance-

related Listing Rule amendments

March 2014

Chairman permitted to cast undirected proxies

on remuneration report and spill resolutions

August 2012

2011 AGMs: 1 strike and the clock starts

ticking

February 2012

Ability of Chairman to cast undirected proxies

on the remuneration report resolution

September 2011

Corporations Amendment (Improving

Accountability on Director and Executive

Remuneration) Act 2011

July 2011

Risks of sending proxy forms to intermediate

parties

October 2008

Dating proxy forms August 2008

Public sector After Uhrig – New Governance Arrangements

in the Commonwealth Public Sector

December 2004

(Focus on Public

Sector)

Register of members Register access reforms now law December 2010

Corporate Round-up October 2010

Government crackdown on insider trading of

market manipulation

July 2010

Limiting access to member registers and

stopping unsolicited off-market offers

February 2010

Cost of access to register of members –

decision affirmed

May 2009

Cost of access to the company's register of

members

July 2008

Related party transactions ASIC releases revised guidance on related

party transactions

April 2011

ASIC Consultation Paper 142: Related party

transactions

October 2010

Remuneration

(see also executive

remuneration)

Changes to members' ability to request a

general meeting … but dividend reforms

delayed

23 October 2014

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At last a simpler dividends test … and other

reforms

April 2014

The 3rd edition of the ASX Corporate

Governance Council Principles and

Recommendations released

March 2014

ASX Corporate Governance Council consults

on proposed 3rd edition of the Principles and

Recommendations

August 2013

Back to the future on dividends and more

executive remuneration disclosures

January 2013

Chairman permitted to cast undirected proxies

on remuneration report and spill resolutions

August 2012

UK Government announces final proposals on

directors' pay

August 2012

Corporations Amendment (Improving

Accountability on Directors and Executive

Remuneration) Act 2011

July 2011

APRA's remuneration discussion paper June 2009

Overcoming Duplication of Remuneration

Information

September 2005

Director and executive remuneration

(Contents of Remuneration Report)

May 2005

(Special edition)

Remuneration disclosure and good corporate

governance

July 2002

Remuneration consultants Corporations Amendment (Improving

Accountability on Director and Executive

Remunerations) Act 2011

July 2011

Bill on remuneration reform introduced into

Parliament

1 March 2011

Risk The 3rd edition of the ASX Corporate

Governance Council Principles and

Recommendations released

March 2014

ASX Corporate Governance Council consults

on proposed 3rd edition of the Principles and

Recommendations

August 2013

Corporate governance reporting – focus on

risk disclosure

August 2008

Corporate governance the greatest risk June 2006

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Sarbanes-Oxley Act US Increases Accountability and Responsibility

for Financial Reports

September 2002

Shareholders Out of the ordinary: High Court clarifies nature

of "preference share"

May 2013

Shareholders access to books and records September 2011

Register access reforms now law December 2010

Limiting access to member registers and

stopping unsolicited off-market offers

February 2010

Insolvency law reform – good news for

investment and corporate rescue in Australia

February 2010

Proposed reform of access to share registers

and regulation of unsolicited off-market offers

July 2009

Shareholder inspection of company books May 2009

CAMAC report "Claims by shareholders against

insolvent companies: implications of the Sons

of Gwalia decision".

February 2009

Parliamentary Joint Committee makes

recommendations for shareholder engagement

26 June 2008

Shareholder requisitions Shareholder opinion resolutions rejected August 2015

Changes to members' ability to request a

general meeting … but dividend reforms

delayed

23 October 2014

At last a simpler dividends test … and other

reforms

April 2014

Status report on shareholder requisition

reforms

June 2006

Status of Possible Reforms on Shareholder

Requisitions

September 2005

Corporations Amendment Bill 2 2005 April 2005

Share trading ASX's new trading policy requirements September 2010

ASX reforms to remuneration committees,

trading polices and analysts briefings

May 2010

Superannuation Directors' personal liability for unpaid

superannuation guarantee charge

August 2012

Taxation Employee incentive schemes: Updated class 16 December 2014

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order relief and proposed tax changes

Directors' personal liability for unpaid

superannuation guarantee charge

August 2012

The Commissioner of Taxation and the anti-

avoidance rules

April 2005

Tax as a Corporate Governance Issue September 2004

Termination payments Back to the future on dividends and more

executive remuneration disclosures

January 2013

Termination payments for officers November 2009

Changes to Termination Payments Law February 2005

Uhrig Report After Uhrig – New Governance Arrangements

in the Commonwealth Public Sector

December 2004

Voting ASX consults further on certain governance-

related Listing Rule amendments

March 2014

2011 AGMs: 1 strike and the clock starts

ticking

February 2012

Bill on remuneration reform introduced into

Parliament

1 March 2011

Waiver of Privilege

- see also Legal

Professional Privilege

Waiver of Privilege in ASX Announcements February 2006

Whistleblowers Appeal court held ASIC could resist production

of documents tending to identify

whistleblowers

August 2008

Wholly-owned subsidiaries

- see Group accounting

relief

This publication is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those

referred to. Readers should take legal advice before applying the information contained in this publication to specific issues or

transactions. For more information please contact us at [email protected].

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© Ashurst Australia 2014. No part of this publication may be reproduced by any process without prior written permission from Ashurst.

Enquiries may be emailed to [email protected]. Ref: 11 August 2015