Corporations Amendment Regulations 2007 (No. 2) (Cth)

Corporations Amendment Regulations 2007 (No. 2)¹

Select Legislative Instrument 2007 No. 193

I, PROFESSOR MARIE BASHIR, AC, CVO, Deputy for the Governor‑General of the Commonwealth of Australia, acting with the advice of the Federal Executive Council, make the following Regulations under the Corporations Act 2001.

Dated 28 June 2007

MARIE BASHIR

Deputy for the Governor‑General

By Her Excellency’s Command

CHRISTOPHER JOHN PEARCE

Parliamentary Secretary to the Treasurer

Name of Regulations

These Regulations are the Corporations Amendment Regulations 2007 (No. 2).

Commencement

These Regulations commence on the day after they are registered.

Amendment of Corporations Regulations 2001

(1)Schedule 1 amends the Corporations Regulations 2001.

(2)The amendments made by Schedule 1 apply in relation to a financial year that begins on or after the day on which these Regulations commence.

Schedule 1 Amendment

(regulation 3)

[1] Regulation 2M.3.03

substitute

2M.3.03Prescribed details (Act s 300A)

(1)For paragraph 300A (1) (c) of the Act, the details set out in the table relating to a person are prescribed.

Item

Condition (if any)

Details

General

1 The person’s name

2 Each position held by the person in the financial year

3 If the person has held a position mentioned in item 2 for less than the whole financial year
   (a) The date on which the person began holding the position

(b) The date (if any) on which the person ceased to hold the position

4
If there has been a change in the chief executive officer or a director of the entity during the period:

   (a) starting immediately after the reporting date; and

(b) ending immediately before the date on which the financial report is authorised for issue

   (a) The name of each person involved in the change

(b) The position involved

   (c) The date on which the change occurred

5
If a person (other than a director or chief executive officer) has retired during the period:

   (a) starting immediately after the reporting date; and

(b) ending immediately before the date on which the financial report is authorised for issue

   (a) The person’s name

(b) The position involved

   (c) The date on which the retirement took effect

Payments and benefits

6 Note   See subregulation (2).
The person’s short‑term employee benefits, divided into at least the following components:

   (a) cash salary, fees and short‑term compensated absences;

(b) short‑term cash profit‑sharing and other bonuses;

   (c) non‑monetary benefits;

(d) other short‑term employee benefits

7 Note   See subregulation (2).
The person’s post‑employment benefits, divided into at least the following components:

   (a) pension and superannuation benefits;

(b) other post‑employment benefits

8 Note   See subregulation (2). The person’s long‑term employee benefits other than benefits mentioned in items 6 and 7, separately identifying any amount attributable to a long‑term incentive plan

9 Note   See subregulation (2). The person’s termination benefits

10 For any position the person started to hold during the financial year
Payments (if any) made to the person, before the person started to hold the position, as part of the consideration for the person agreeing to hold the position, including:

   (a) the monetary value of the payment; and

(b) the date of the payment

11 Note   See subregulation (2).
Share‑based payments made to the person, divided into at least the following components:

   (a) equity‑settled share‑based payment transactions, showing separately:

        (i)   shares and units; and

       (ii)   options and rights;

(b) cash‑settled share‑based payment transactions;

   (c) all other forms of share‑based payment compensation (including hybrids)

Compensation

12 For each grant of a cash bonus, performance‑related bonus or share‑based payment compensation benefit made to a person, whether part of a specific contract for services or not
The terms and conditions of each grant affecting compensation in the reporting period or a future reporting period, including the following:

   (a) the grant date;

(b) the nature of the compensation granted;

   (c) the service and performance criteria used to determine the amount of compensation;

(d) if there has been any alteration of the terms or conditions of the grant since the grant date — the date, details and effect of each alteration;

   (e) the percentage of the bonus or grant for the financial year that was paid to the person, or that vested in the person, in the financial year;

   (f) the percentage of the bonus or grant for the financial year that was forfeited by the person (because the person did not meet the service and performance criteria for the bonus or grant) in the financial year;

   (g) the financial years, after the financial year to which the report relates, for which the bonus or grant will be payable if the person meets the service and performance criteria for the bonus or grant;

(h) estimates of the maximum and minimum possible total value of the bonus or grant (other than option grants) for financial years after the financial year to which the report relates

13 For each contract for services between a person and the disclosing entity (or any of its subsidiaries)
Any further explanation that is necessary in addition to those prescribed in paragraph 300A (1) (ba) of the Act and item 12 to provide an understanding of:

   (a) how the amount of compensation in the current reporting period was determined; and

(b) how the terms of the contract affect compensation in future periods

14 If the terms of share‑based payment transactions (including options or rights) granted as compensation to key management personnel have been altered or modified by the issuing entity during the reporting period
   (a) The date of the alteration

(b) The market price of the underlying equity instrument at the date of the alteration

   (c) The terms of the grant of compensation immediately before the alteration, including:

        (i)   the number and class of the underlying equity instruments, exercise price; and

       (ii)   the time remaining until expiry; and

      (iii)   each other condition in the terms that affects the vesting or exercise of an option or other right

(d) The new terms

   (e) The difference between:

        (i)   the total of the fair value of the options or other rights affected by the alteration immediately before the alteration; and

       (ii)   the total of the fair value of the options or other rights immediately after the alteration

15
If options and rights over an equity instrument issued or issuable by the disclosing entity or any of its subsidiaries have been provided as compensation to a person during the reporting period

Note   See subregulation (3).

   (a) The number of options and the number of rights that:

        (i)   have been granted; and

       (ii)   have vested;

        during the reporting period

(b) The terms and conditions of each grant made during the reporting period, including:

        (i)   the fair value per option or right at grant date; and

       (ii)   the exercise price per share or unit; and

      (iii)   the amount, if any, paid or payable by the recipient; and

      (iv)   the expiry date; and

       (v)   the date or dates when the options or rights may be exercised; and

      (vi)   a summary of the service and performance criteria that must be met before the beneficial interest vests in the person

16
If an equity instrument that is issued or issuable by the disclosing entity or any of its subsidiaries has been provided as a result of the exercise during the reporting period of options and rights that have been granted as compensation to a person

Note   See subregulation (3).

   (a) The number of equity instruments

(b) If the number of options or rights exercised differs from the number of equity instruments disclosed under paragraph (a) — the number of options or rights exercised

   (c) The amount paid per instrument

(d) The amount unpaid per instrument

Item	Condition (if any)	Details
*General*
1	The person’s name
2	Each position held by the person in the financial year
3	If the person has held a position mentioned in item 2 for less than the whole financial year	(a) The date on which the person began holding the position (b) The date (if any) on which the person ceased to hold the position
4	If there has been a change in the chief executive officer or a director of the entity during the period: (a) starting immediately after the reporting date; and (b) ending immediately before the date on which the financial report is authorised for issue	(a) The name of each person involved in the change (b) The position involved (c) The date on which the change occurred
5	If a person (other than a director or chief executive officer) has retired during the period: (a) starting immediately after the reporting date; and (b) ending immediately before the date on which the financial report is authorised for issue	(a) The person’s name (b) The position involved (c) The date on which the retirement took effect
*Payments and benefits*
6	Note See subregulation (2).	The person’s short‑term employee benefits, divided into at least the following components: (a) cash salary, fees and short‑term compensated absences; (b) short‑term cash profit‑sharing and other bonuses; (c) non‑monetary benefits; (d) other short‑term employee benefits
7	Note See subregulation (2).	The person’s post‑employment benefits, divided into at least the following components: (a) pension and superannuation benefits; (b) other post‑employment benefits
8	Note See subregulation (2).	The person’s long‑term employee benefits other than benefits mentioned in items 6 and 7, separately identifying any amount attributable to a long‑term incentive plan
9	Note See subregulation (2).	The person’s termination benefits
10	For any position the person started to hold during the financial year	Payments (if any) made to the person, before the person started to hold the position, as part of the consideration for the person agreeing to hold the position, including: (a) the monetary value of the payment; and (b) the date of the payment
11	Note See subregulation (2).	Share‑based payments made to the person, divided into at least the following components: (a) equity‑settled share‑based payment transactions, showing separately: (i) shares and units; and (ii) options and rights; (b) cash‑settled share‑based payment transactions; (c) all other forms of share‑based payment compensation (including hybrids)
*Compensation*
12	For each grant of a cash bonus, performance‑related bonus or share‑based payment compensation benefit made to a person, whether part of a specific contract for services or not	The terms and conditions of each grant affecting compensation in the reporting period or a future reporting period, including the following: (a) the grant date; (b) the nature of the compensation granted; (c) the service and performance criteria used to determine the amount of compensation;
(d) if there has been any alteration of the terms or conditions of the grant since the grant date — the date, details and effect of each alteration;
(e) the percentage of the bonus or grant for the financial year that was paid to the person, or that vested in the person, in the financial year;
(f) the percentage of the bonus or grant for the financial year that was forfeited by the person (because the person did not meet the service and performance criteria for the bonus or grant) in the financial year;
(g) the financial years, after the financial year to which the report relates, for which the bonus or grant will be payable if the person meets the service and performance criteria for the bonus or grant;
(h) estimates of the maximum and minimum possible total value of the bonus or grant (other than option grants) for financial years after the financial year to which the report relates
13	For each contract for services between a person and the disclosing entity (or any of its subsidiaries)	Any further explanation that is necessary in addition to those prescribed in paragraph 300A (1) (ba) of the Act and item 12 to provide an understanding of: (a) how the amount of compensation in the current reporting period was determined; and (b) how the terms of the contract affect compensation in future periods
14	If the terms of share‑based payment transactions (including options or rights) granted as compensation to key management personnel have been altered or modified by the issuing entity during the reporting period	(a) The date of the alteration (b) The market price of the underlying equity instrument at the date of the alteration (c) The terms of the grant of compensation immediately before the alteration, including: (i) the number and class of the underlying equity instruments, exercise price; and
(ii) the time remaining until expiry; and (iii) each other condition in the terms that affects the vesting or exercise of an option or other right
(d) The new terms (e) The difference between: (i) the total of the fair value of the options or other rights affected by the alteration immediately before the alteration; and (ii) the total of the fair value of the options or other rights immediately after the alteration
15	If options and rights over an equity instrument issued or issuable by the disclosing entity or any of its subsidiaries have been provided as compensation to a person during the reporting period Note See subregulation (3).	(a) The number of options and the number of rights that: (i) have been granted; and (ii) have vested; during the reporting period (b) The terms and conditions of each grant made during the reporting period, including: (i) the fair value per option or right at grant date; and (ii) the exercise price per share or unit; and
(iii) the amount, if any, paid or payable by the recipient; and (iv) the expiry date; and
(v) the date or dates when the options or rights may be exercised; and (vi) a summary of the service and performance criteria that must be met before the beneficial interest vests in the person
16	If an equity instrument that is issued or issuable by the disclosing entity or any of its subsidiaries has been provided as a result of the exercise during the reporting period of options and rights that have been granted as compensation to a person Note See subregulation (3).	(a) The number of equity instruments (b) If the number of options or rights exercised differs from the number of equity instruments disclosed under paragraph (a) — the number of options or rights exercised (c) The amount paid per instrument (d) The amount unpaid per instrument

(2)For items 6, 7, 8, 9 and 11 of the table:

(a)the information of the kind described in the item for the previous financial year must also be disclosed in the financial year to which the item relates (to give comparative information for the purposes of the item); but

(b)paragraph (a) does not apply in relation to the first financial year in which paragraph 300A (1) (c) of the Act applies in relation to a person.

Note The effect of paragraph (b) is that no comparative information is required in the first period of reporting on a specific individual.

(3)For items 15 and 16 of the table, a disclosure required by the item must:

(a)be separated into each class of equity instrument; and

(b)identify each class of equity instrument by:

(i)the name of the issuing entity;

(ii)the class of equity instrument; and

(iii)if the instrument is an option or right — the class and number of equity instruments for which it may be exercised.

(4)For subregulation (1), a company must apply the requirements of relevant accounting standards when disclosing the information mentioned in the subregulation.

(5)In subregulation (1), an expression that is:

(a)used in the subregulation; and

(b)defined in a relevant accounting standard that is applied for the purpose of disclosing information;

has the meaning given by that accounting standard.

[2] Regulation 2M.6.04

omit

[3] Schedule 5B

omit

Note

All legislative instruments and compilations are registered on the Federal Register of Legislative Instruments kept under the Legislative Instruments Act 2003. See