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Breaking News

Breaking News. Simon Pordage FCSA , CSA – Chairman, Legislation Review Committee Company Secretary, AFIC Greg Dooley, Managing Director, Computershare Investor Services John Rennie FCSA , CSA. Work of CSA Policy Committees during the year.

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Breaking News

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  1. Breaking News Simon Pordage FCSA, CSA – Chairman, Legislation Review Committee Company Secretary, AFIC Greg Dooley, Managing Director, Computershare Investor Services John Rennie FCSA, CSA

  2. Work of CSA Policy Committees during the year • 3 National Policy Committees: LRC, CLIC and PSGC • Finalised 40 submissions since last conference Highlights • ASX – Draft Guidance on Continuous Disclosure • ASIC – Draft Regulatory Guide on OFRs • CAMAC – Review of the Future of the AGM: to be finalised – survey of members conducted • Roundtables held in respect of each topic

  3. Work of CSA Policy Committees during the year • Numerous submissions re: NFP reform • Influential in separating bill setting up the new regulator from the one establishing NFP governance arrangements • Invited to join NFP Reform Council’s Working Group • International submissions • 2 further rounds of UK consultations on Executive Remuneration • Finalised Integrated Reporting submission to IIRC after last year’s conference

  4. Work of CSA Policy Committees during the year • Other corporate law issues • Treasury – Liability for corporate fault (numerous), dividend payments • ASX • Modernising timetables for rights issues • Strengthening Australia’s equity capital markets • Disclosure Rules for Mining and Oil and Gas companies • The year ahead?…….. • Election Year/Deregulation • Clawbacks re: Exec Rem

  5. Work of CSA Policy Committees during the year • Guidelines • Finalised managing voting exclusions on remuneration-related resolutions – endorsed by ASIC • Published Guidelines for managing the “two-strikes” rule – endorsed by ASIC in its letter to 108 companies that received a first strike last year • Completed major review of Good Governance Guides • 16 Guides updated on a wide range of governance issues • 9 new Guides created

  6. Work of CSA Policy Committees during the year • Created and published sample agenda and minutes, with notes explaining the purpose of each element of the template, to assist those new to governance practice to develop sound practice • Good Governance Guides, templates and Guidelines referred to here can be accessed free of charge from “Knowledge Resources” section of CSA’s website: www.csaust.com

  7. Lessons from 2012 AGM’s • Amendments to constitutions • Setting number of Directors • Temporary increase in the number of Directors • Circular resolutions • Unmarketable parcels • Lost shareholders • Postponing etc a general meeting • Share consolidations • Sourcing DRP shares

  8. Lessons from 2012 AGM’s(continued) • Internet and mobile voting • Two strikes rule/ spill meetings • When held • Voting intentions • EGM’s - the double negative • Non board endorsed candidates • Delaying the meeting • Share consolidations • Renewal of proportional take over approval provisions

  9. Legal / Governance Issues • James Hardie/ Fortescue • Rights of the respective constituents • Superannuation - proposed independence safeguards

  10. Shareholder Issues • Director numbers and commitment • Off market transfers/ unmarketable parcels • Small shareholdings/ share gift programs • Right to reinvest dividends

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