ASIC Corporations (Spencer Stuart Public Limited Company Employee Share Scheme Disclosure) Instrument 2026/55
I, Terence Kouts, delegate of the Australian Securities and Investments Commission, make the following notifiable instrument.
Date 30 January 2026
Terence Kouts
Contents
Part 1—Preliminary 3
1 Name of notifiable instrument…………………………………… 3
2 Commencement………………………………………………….. 3
3 Authority…………………………………………………………. 3
4 Definitions ……………………………………………………. 3
Part 2—Exemption 4
5 Employee share program—exemption from monetary cap………. 4
Part 3—Declarations 5
6 Employee share program—extension to making a market………. 5
7 Employee share program—valuation of ESS interest……………. 5
Part 4—Repeal 6
8 Repeal …………………………………………………………… 6
Part 1—Preliminary
1 Name of notifiable instrument
This is the ASIC Corporations (Spencer Stuart Public Limited Company Employee Share Scheme Disclosure) Instrument 2026/55.
2 Commencement
This instrument commences on the day after it is registered on the Federal Register of Legislation.
Note: The register may be accessed at www.legislation.gov.au.
3 Authority
This instrument is made under subsection 1100ZK(2) of the Corporations Act 2001.
4 Definitions
In this instrument:
Act means the Corporations Act 2001.
employee share program means an employee share scheme established by the Company which provides an opportunity for employees of the Company to buy and sell shares in the Company during a limited trading window that begins in December each calendar year and remains open for a period not exceeding 45 consecutive days.
Company means Spencer Stuart Public Limited Company, a company registered in Ireland under company number 734766.
Part 2—Exemption
5 Employee share program—exemption from monetary cap
The Company does not have to comply with section 1100ZA of the Act in relation to a primary participant in the employee share program who has provided the Company with a copy of a certificate given within the preceding 6 months by a qualified accountant that states that the participant:
- has net assets of at least $2,500,000; or
- has a gross income for each of the last 2 financial years of at least $500,000.
Note: Section 1100ZA will apply in relation to a primary participant who has not provided such a certificate.
Part 3—Declarations
6 Employee share program—extension to making a market
Division 1A of Part 7.12 of the Act applies in relation to the Company in relation to the employee share program as if subsection 1100ZC(7) were modified or varied as follows:
- in subparagraph 1100ZC(7)(a)(iv), omit “and” and substitute “or”;
- after subparagraph 1100ZC(7)(a)(iv), insert:
“(v) is making a market in a financial product by the person in connection with the offer; and”.
7 Employee share program—valuation of ESS interest
Division 1A of Part 7.12 of the Act applies in relation to Company in relation to the employee share program as if subsection 1100X(3) were modified or varied by, after paragraph 1100X(3)(aa), as notionally inserted by ASIC Corporations (Employee Share Schemes) Instrument 2022/1021, inserting:
“(ab) a copy of a valuation of the ESS interest approved by the directors of the body corporate;”.
Part 4—Repeal
8 Repeal
This instrument is repealed at the start of 30 January 2036.
Overview
The ASIC Corporations (Spencer Stuart Public Limited Company Employee Share Scheme Disclosure) Instrument 2026/55, enacted on 30 January 2026, is a regulatory measure designed to address specific disclosure requirements for Spencer Stuart Public Limited Company’s employee share scheme. This notifiable instrument was created under the authority of the Australian Securities and Investments Commission (ASIC) and is aligned with the Corporations Act 2001. The primary objective of this instrument is to exempt certain participants in the employee share scheme from monetary caps and to allow the company to make a market in connection with the offer, while also ensuring that the valuation of the Employee Share Scheme (ESS) interest is appropriately approved. The instrument aims to provide clarity and regulatory relief to Spencer Stuart Public Limited Company in the context of its employee share program, facilitating compliance and enhancing transparency within the scheme.
Scope and Application
The ASIC Corporations (Spencer Stuart Public Limited Company Employee Share Scheme Disclosure) Instrument 2026/55, issued under the Corporations Act 2001, applies specifically to Spencer Stuart Public Limited Company, a corporation registered in Ireland, concerning its employee share scheme. This notifiable instrument outlines certain exemptions and modifications to the Corporations Act 2001 for the employee share program established by Spencer Stuart. Notably, the scheme is exempt from the monetary cap requirement for primary participants who have provided a certificate from a qualified accountant certifying their net assets or gross income. The instrument also modifies the application of Division 1A of Part 7.12 of the Act to allow for market-making activities in connection with the offer of the employee share program and requires a director-approved valuation of the employee share scheme interest. The instrument's geographic reach is limited to the Commonwealth of Australia, and it extends its application through specific modifications to the Corporations Act 2001. It is set to be repealed on 30 January 2036.
Key Provisions
The ASIC Corporations (Spencer Stuart Public Limited Company Employee Share Scheme Disclosure) Instrument 2026/55 provides specific provisions concerning the employee share program of Spencer Stuart Public Limited Company, a company registered in Ireland. Under section 31 of the instrument, the name is established as the ASIC Corporations (Spencer Stuart Public Limited Company Employee Share Scheme Disclosure) Instrument 2026/55. The instrument commences on the day after it is registered on the Federal Register of Legislation (section 32). It is made under the authority of subsection 1100ZK(2) of the Corporations Act 2001 (section 33). Definitions included in section 34 clarify terms such as "Act," referring to the Corporations Act 2001, and "employee share program," which refers to a specific employee share scheme established by Spencer Stuart Public Limited Company.
The obligations and requirements imposed by this instrument focus on the exemptions, declarations, and specific provisions concerning the employee share program. Section 5 exempts the company from the monetary cap set out in section 1100ZA of the Act for primary participants who provide a certificate from a qualified accountant, stating that they have net assets of at least $2,500,000 or a gross income of at least $500,000 for each of the last two financial years. Section 6 modifies the application of Division 1A of Part 7.12 of the Act for Spencer Stuart Public Limited Company, allowing them to make a market in a financial product in connection with the offer. Section 7 further modifies the valuation requirements for the employee share scheme interest, requiring a valuation approved by the directors of the company.
In terms of offences, penalties, or consequences for breach, the instrument does not explicitly detail penalties but references existing sections of the Corporations Act 2001 for compliance with monetary cap requirements and valuation standards. For instance, non-compliance with section 1100ZA of the Act could result in penalties as prescribed under the Corporations Act 2001. Additionally, the instrument is repealed at the start of 30 January 2036 (section 8), indicating that compliance and enforcement will only be relevant until that date.