Breaking News

1. 2011Annual Conference Breaking News Simon Pordage FCIS, CSA – Chairman, Legislation Review Committee Greg Dooley, Managing Director, Computershare Investor Services John Rennie FCIS, CSA

2. Work of CSA policy Committees during the year • 23 submissions, 5 being finalised • Executive Remuneration • 2 Strikes legislation • Chairman’s undirected proxy issue • Claw back of Executive Remuneration • International submissions • EU Green paper on Corporate Governance • UK consultation on Executive Remuneration • Integrated Reporting

3. Work of CSA policy Committees during the year • Other corporate law issues • Treasury – funded class actions • Treasury – Director liability, phoenix activity • Treasury – Audit Enhancement Bill • ASIC – Prospectus disclosure • ASIC – Disclosing non-IFRS financial info • ASX • Good fame and character requirements • Facilitation common forms of capital raising x2 • SME, Mid-Cap & Micro-Cap review

4. Work of CSA policy Committees during the year • In preparing submissions, major concern has been around the need for proper consultation • Guidance Notes • Managing voting exclusions on remuneration-related resolutions – endorsed by ASIC • Providing your board with comfort on the accountability mechanisms operating in your company • Major review of Good Governance Guides

5. Good Governance Guides – revised: Board deliberations in relation to adopting annual reporting documents Statement of matters reserved for the board Letters of appointment for non-executive directors: suggested contents Audit Committees Who should sit on board committees What a board committee charter should address Board committees: reporting to the board Relationships with external auditors Appointment of alternate directors Board composition Director and ex-director access to company information Nomination committee Matters to consider in the selection and nomination of directors Board decisions: when to resolve, ratify/confirm and note Board minutes: what to record, the business judgment rule Director induction packs: content Roles, duties and responsibilities of company secretary Options for board evaluation Good Governance Guides – In development Issues to consider in developing or reviewing the policy on trading in company securities Corporate code of conduct Disclosure policies and communication with analysts and shareholders New Good Governance Guides Issues to consider in developing a policy on diversity Use of mobile devices for accessing board papers Website publications Guidance Notes and Good Governance Guides available on website: www.csaust.com Work of CSA policy Committees during the year

6. Lessons from this year’s AGM’s • The notice of meeting as a marketing tool • Deferring the meeting • Withdrawing a special resolution • Proceeding with the meeting after a take over offer • Questions ahead of the meeting • Voting intentions at the meeting • Contested elections

7. Lessons from this year’s AGM’s(continued) • Separating or coupling resolutions? • Retiring director remaining an employee • Circular resolutions • Section 249P notices • Questions at the meeting

8. Legal Issues • The iPad revolution • Annotations: Yes or No? • Are minutes sacrosanct? • Directors – The ‘Two strikes’ and no vacancy rules • National Business Names Legislation • Class actions/Litigation funding/Disqualification of presiding judge • Share trading policies/ Insider trading

9. Shareholder Issues • Managing voting exclusions • Director numbers and commitment • Off-market transfers • Small shareholdings/ share gifts programs • Access to the register: s1300 • Right to reinvest dividends