Companies Regulations (Amendment) (Cth)
I, THE ADMINISTRATOR of the Government of the
Commonwealth of Australia, acting with the advice of the Federal Executive
Council and in accordance with subsection 577 (2) of the
Dated 25 September 1987.
J. A. ROWLAND
Administrator
By His Excellency’s Command,
Lionel Bowen
Attorney-General
“(ia) National Nominees Limited;”.
(a) by omitting paragraphs (1) (a), (b), (c), (d), (e) and (f) and substituting the following paragraphs:
“(a) Australian Stock Exchange Limited;
(b) Australian Stock Exchange (Adelaide) Limited;
(c) Australian Stock Exchange (Brisbane) Limited;
(d) Australian Stock Exchange (Hobart) Limited;
(S.R. 118/87)—Cat. No. 16/9.9.1987
(e) Australian Stock Exchange (Melbourne) Limited;
(f) Australian Stock Exchange (Perth) Limited;
(g) Australian Stock Exchange (Sydney) Limited.”; and
(b) by omitting paragraphs (2) (a), (b), (c), (d), (e), (f), (g), (h) and (i) and substituting the following paragraphs:
“(a) Australian Stock Exchange Limited;
(b) Australian Stock Exchange (Adelaide) Limited;
(c) Australian Stock Exchange (Brisbane) Limited;
(d) Australian Stock Exchange (Hobart) Limited;
(e) Australian Stock Exchange (Melbourne) Limited;
(f) Australian Stock Exchange (Perth) Limited;
(g) Australian Stock Exchange (Sydney) Limited;
(h) The Ballarat Stock Exchange;
(i) The Bendigo Stock Exchange;
(j) The Stock Exchange of Newcastle Limited.”.
“16. Each of the following stock exchanges is a stock exchange for the purposes of subclause 16 (3) of Schedule 7:
(a) American Stock Exchange Inc.;
(b) Australian Stock Exchange Limited;
(c) Australian Stock Exchange (Adelaide) Limited;
(d) Australian Stock Exchange (Brisbane) Limited;
(e) Australian Stock Exchange (Hobart) Limited;
(f) Australian Stock Exchange (Melbourne) Limited;
(g) Australian Stock Exchange (Perth) Limited;
(h) Australian Stock Exchange (Sydney) Limited;
(i) New York Stock Exchange Inc.;
(j) New Zealand Stock Exchange;
(k) Pacific Coast Stock Exchange;
(l) The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited;
(m) The Johannesburgh Stock Exchange;
(n) The Mid-West Stock Exchange;
(o) The Montreal Exchange;
(p) The Paris Bourse;
(q) The Toronto Stock Exchange.”.
(a) by inserting after paragraph (b) the following paragraph:
“(ba) the Director of Correctional Services of the Northern Territory;”; and
(b) by omitting paragraph (ea).
“(b) that began during the period that commenced on 1 January 1986 and ended immediately before 1 October 1986 are:
(i) the requirements of Schedule 7 as in force immediately before 1 October 1986;
(ii) the requirements of Schedule 7 as in force on 1 October 1986; or
(iii) the requirements of Schedule 7 as in force on 30 September 1987;
and the directors of the company shall state in those accounts, or group accounts, that they have been made out in accordance with the requirements referred to in subparagraph (i), (ii) or (iii), as the case requires;
(c) that began during the period that commenced on 1 October 1986 and ended immediately before 30 September 1987 are:
(i) the requirements of Schedule 7 as in force on 1 October 1986; or
(ii) the requirements of Schedule 7 as in force on 30 September 1987;
and the directors of the company shall state in those accounts, or group accounts, that they have been made out in accordance with the requirements referred to in subparagraph (i) or (ii), as the case requires”.
(a) by omitting from item 15 of Form 66 “, (b) or (c)”;
(b) by inserting after direction 22 of Form 66 the following direction:
“22a. Where the Commission has made under subsection 273 (5) an order, in respect of a specified class of companies that includes the company, that has the effect of relieving the directors of the company, relieving the company, or relieving the auditor (if any) of the company from compliance with any specified requirements of the Act relating to, or to the audit of, accounts or group accounts or to the report required by subsection 270 (1) or (2), set out in an annexure:
(a) the number and date of that order; and
(b) the nature of that relief.”; and
(c) by omitting Form 113 and substituting the following form:
Registered
no.:
and 515 (2) (b)
*LIST OF/*NOTICE OF CHANGE OR ALTERATION IN DIRECTORS
....................................................................................................................... Limited
Column 1 | Column 2 | Column 3 | Column 4 | Column 5 | Column 6 |
Present surname and other names (1) (state former names in brackets beneath present names) | Date and place of birth (2) | Address (3) | Business occupation (if any) | Particulars of other directorships (4) | Particulars and nature of appointment or change and relevant date (5) |
Dated this day of 19 .
Signature of *Director/*Secretary/*Principal Executive Officer/*of/*Agent…………………………
(1) Insert, in the case of an individual, his or her present surname and other names and any former surname or other name, or, in the case of a corporation its corporate name.
(2) This column need not be completed unless the director concerned has been appointed or re-appointed after the commencement of section 70 of the
Companies and Securites Legislation (Miscellaneous Amendments) Act 1985 .(3) Insert, in the case of an individual, his or her usual residential address, or, in the case of a corporate director, the address of its registered office or its principal place of business in its place of incorporation or formation.
(4) Insert particulars of directorships in corporations that under the law of a State or Territory are public companies or subsidiaries of public companies but not particulars of directorships held in a corporation that is deemed to be related to the company, Where a person holds a directorship in one or more subsidiaries of the same holding company, it is sufficient to disclose that the person is the holder of one or more directorships in that group of companies and the group may be described by the
name of the holding company with the addition of the word “Group”. If no other directorships, state accordingly.
(5) Insert in relation to a new director “Appointed” or “In place of (former director’s name)”. Insert in relation to a former director “Died”, “Resigned”, “Removed”, or as the case may be. Where there is no change, insert “Continuing”.
* Strike out whichever is inapplicable.
DIRECTIONS
1. A return notifying the Commission of a person having ceased to be or having become a director of a corporation must contain, with respect to each person who is, at the time of the lodgment of the return, a director, the particulars required to be specified in the register.
2. Where the agent is a corporation, the form must be signed by a director or secretary or the principal executive officer of that corporation.
3. Requirements relating to annexures are set out in regulation 8.
(a) by omitting from paragraph 1 (2) (b) “sub-clause 12 (1)” and substituting “clause 12”;
(b) by omitting from subclause 6 (1) “TOTAL SHAREHOLDERS’ EQUITY” and substituting “TOTAL SHAREHOLDERS’ EQUITY.”;
(c) by inserting in paragraph 8 (1) (d) “material” after “each”;
(d) by omitting from paragraph 14 (1) (e) “non-liability” and substituting “no liability”;
(e) by omitting from paragraph 16 (4) (b) “receivable” and substituting “paid or payable”;
(f) by omitting from paragraph 17 (2) (a) “to” (first occurring) and substituting “by”;
(g) by omitting from subclause 17 (2) “from or payable by—” and substituting “from or payable to:”;
(h) by omitting from paragraph 17 (6) (a) “to” (first occurring) and substituting “by”;
(i) by omitting from subclause 17 (6) “from or payable by—” and substituting “from or payable to:”;
(j) by omitting subclauses 22 (3) and (4) and substituting the following subclauses:
“(3) The group accounts in respect of a financial period shall include a note specifying in respect of all corporations in the group, so far as practicable, the aggregate, or an estimate of the aggregate, of any contingent liabilities of those corporations as at the end of that period where that aggregate is material to those corporations.
“(4) A note specifying in accordance with subclause (3) the aggregate of the contingent liabilities of the corporations in a group of companies (in this subclause referred to as “the subject
corporations”) shall indicate how much of that aggregate arises in respect of each of the following categories:
(a) the subject corporations;
(b) related corporations (if any) of the subject corporations not being corporations in that group;
(c) the corporations (if any), other than corporations referred to in paragraph (a) or (b), the management or operating policies of which can be significantly influenced by any of the subject corporations, or by a related corporation of any of the subject corporations;
(d) the business undertakings (if any) the management or operating policies of which can be significantly influenced by any of the subject corporations, or by a related corporation of any of the subject corporations, or in which a right or interest of any of the subject corporations, or of a related corporation of any of the subject corporations, is material; and
(e) other persons;
and give, in respect of each of those categories, particulars of those liabilities.”;
(k) by omitting from subclause 23 (1) “to which this Part applies or a corporation in a group of companies that is—” and substituting “, or a corporation in a group of companies, that is:”;
(1) by omitting clause 24 and substituting the following clause:
“24. (1) In this clause, ‘income’, in relation to a director of a company, means all his or her remuneration:
(a) in connection with the management of the affairs of the company, or any related corporation, whether as a director or otherwise;
(b) by way of brokerage or commission in consideration of:
(i) subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares in or debentures of, the company or any related corporation; or
(ii) procuring, or agreeing to procure, subscriptions, whether absolute or conditional, for shares in, or debentures of, the company or any related corporation; and
(c) by way of bonuses, commissions or salaries;
but does not include any amount to which clause 25 applies.
“(2) Subject to subclause (3), the accounts in respect of a financial period of a company shall include in a note:
(a) the aggregate of the income received, or due and receivable, in respect of that financial period, by all directors of the
company, directly or indirectly, from the company or from any related corporation; and
(b) in respect of the band of income below $10,000 income and in respect of each successive $10,000 band, the number of directors of the company whose total income received, or due and receivable, in respect of that financial period, directly or indirectly, from the company or from any related corporation, falls within that band.
“(3) Where a person:
(a) is a director of a company that is at the end of a financial period a wholly-owned subsidiary of a holding company incorporated in Australia;
(b) is an executive officer of that holding company;
(c) is not a director of that holding company; and
(d) is required to be a director of the first-mentioned company in order to discharge, in whole or in part, his or her duties as an executive officer of that holding company;
that person shall be treated for the purposes of subclause (2) as if he or she were not a director of the first-mentioned company.
“(4) Subject to subclause (5), the group accounts relating to a group of companies in respect of a financial period shall include in a note the aggregate of the income received, or due and receivable, in respect of that financial period, by all directors of each corporation in that group, directly or indirectly, from the respective corporations of which they are directors or from any related corporation.
“(5) Where a person:
(a) is a director of a corporation that is at the end of a financial period a wholly-owned subsidiary of a company incorporated in Australia that is a holding company of a group of companies;
(b) is an executive officer of that holding company;
(c) is not a director of that holding company; and
(d) is required to be a director of that corporation in order to discharge in whole or in part, his or her duties as an executive officer of that holding company;
that person shall be treated for the purposes of subclause (4) as if he or she were not a director of that corporation.”.
(m) by omitting subclauses 26 (1), (2) and (3) and substituting the following subclauses:
“26. (1) The accounts in respect of a financial period shall include in a note:
(a) the aggregate of the remuneration received, or due and receivable, in respect of that financial period, by the auditor of the company, directly or indirectly, from the company, or any related corporation, in connection with auditing the accounts of the company; and
(b) the aggregate of the remuneration received, or due and receivable, in respect of that financial period, by the auditor of the company, directly or indirectly, from the company, or any related corporation, in connection with any other services provided by that auditor to the company.
“(2) The group accounts in respect of a financial period shall include in a note:
(a) the aggregate of the remuneration received, or due and receivable, in respect of that financial period, by the auditor or auditors of any corporation in that group of companies, directly or indirectly, from any corporation in that group of companies, or any related corporation, in connection with auditing the accounts and group accounts of the holding company and the accounts of each of its subsidiaries; and
(b) the aggregate of the remuneration received, or due and receivable, in respect of that financial period, by the auditor or auditors of any corporation in that group of companies, directly or indirectly, from any corporation in that group of companies, or any related corporation, in connection with any other services provided by that auditor or those auditors to any corporation in that group of companies.
“(3) Where a portion of the remuneration referred to in paragraph (2) (a) or (b) has not been received, or is not due and receivable, by the auditor of the holding company of the group of companies referred to in subclause (2), the note referred to in that subclause shall indicate separately the amount of that portion.”;
(n) by omitting clause 28 and substituting the following clause:
“28. (1) In this clause, ‘income’ means remuneration but does not include any amount to which clause 25 applies;
“(2) The accounts of a listed corporation in respect of a financial period shall include in a note:
(a) in respect of the $10,000 band of income that commences at $85,000 and each successive $10,000 band, the number of executive officers of the corporation whose total income received, or due and receivable, in respect of that financial period, directly or indirectly, from that corporation, or any related corporation, in connection with the management of the affairs of that corporation, or any related corporation,
whether as executive officer or otherwise, falls within that band; and
(b) the aggregate of the income referred to in paragraph (a) of all executive officers referred to in that paragraph.
“(3) The group accounts of the group of companies of which a listed corporation is the holding company in respect of a financial period shall include in a note:
(a) in respect of the $10,000 band of income that commences at $85,000 and each successive $10,000 band, the number of executive officers of that group whose total income received, or due and receivable, in respect of that financial period, directly or indirectly, from the corporations in that group, or any related corporation, in connection with the management of the affairs of the corporations in that group, or any related corporation, whether as executive officers or otherwise falls within that band; and
(b) the aggregate of the income referred to in paragraph (a) of all executive officers referred to in that paragraph.”; and
(o) by omitting from subclause 33 (2) “or a subsidiary of that company”.
1. Notified in the
2. Statutory Rules 1982 No. 120 as amended by 1982 No. 121; 1983 Nos. 214, 215 and 316; 1984 No. 246; 1985 No. 228; 1986 Nos. 33, 136, 152, 247 and 376; 1987 No. 172.
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