EXPLANATORY STATEMENT
STATUTORY RULES 1985 NO.228
ISSUED BY THE AUTHORITY OF THE MINISTER OF STATE FOR RESOURCES AND ENERGY FOR AND ON BEHALF OF THE ATTORNEY-GENERAL
COMPANIES REGULATIONS (AMENDMENT)
Section 577 of the Companies Act 1981 (“the Act”) provides in sub -section (1) that the Governor -General may make regulations, not inconsistent with the Act, prescribing all matters that are necessary or convenient to be prescribed for carrying out or giving effect to the Act. Sub -section 577(2) of the Act provides that the power of the Governor-General to make regulations shall be exercised only in accordance with advice that is consistent with resolutions of the Ministerial Council for Companies and Securities (“the Council”).
2. The Council was established under an agreement between the Commonwealth and the States, executed on 22 December 1978, (“the agreement”) that provides the framework for a co-operative Commonwealth-State Scheme for a uniform system of law and administration in relation to company law and the regulation of the securities industry in the six States and the Australian Capital Territory.
3. Under sub-clause 45(1) of the agreement, the Council may consider a proposal for the amendment of regulations made under the Commonwealth Acts enacted for the purpose of the co-operative companies and securities Scheme. Should the Council approve any draft amending regulation which gives effect to such a proposal, the Commonwealth is then required, under sub-clause 45(2) of the agreement, to submit the draft regulation to the Federal Executive Council for making by the Governor-General.
4. The accompanying regulation is consistent with a resolution passed by a majority of members of the Council.
5. The purpose of the regulation is to amend regulation 14 of the Companies Regulations (“the Regulations”) to declare “ANZ Executors and Trustee Company (South Australia) Limited” and “Westpac Custodian Nominees Limited” to each be an “authorized trustee corporation”.
6. Sub-section 5(1) of the Act provides that, unless the contrary intention appears, “authorized trustee corporation” means a body corporate that is declared by the Regulations to be an “authorized trustee corporation”. Section 192 of the Act provides that in respect of a transfer of marketable securities by an “authorized trustee corporation” to the beneficial owner of the marketable securities, a simplified instrument of transfer may be used. Regulation 14 of the Regulations lists those bodies corporate declared to be an “authorized trustee corporation” for the purposes of the Act.
7. As a consequence of the Council’s decision to approve the declaration of ANZ Executors and Trustee Company (South Australia) Limited as an “authorized trustee corporation” for the purposes of the Act, regulation 14 of the Regulations will be amended by inserting a new paragraph (ae) declaring ANZ Executors and Trustee Company (South Australia) Limited to be an “authorized trustee corporation”.
8. As a consequence of the Council’s decision to approve the declaration of Westpac Custodian Nominees Limited as an “authorized trustee corporation” for the purposes of the Act, regulation 14 of the Regulations will be amended by inserting a new paragraph (zma) declaring Westpac Custodian Nominees Limited to be an “authorized trustee corporation”.