EXPLANATORY STATEMENT
Statutory Rules 1983 No. 214
ISSUED BY THE AUTHORITY OF THE ATTORNEY-GENERAL
COMPANIES REGULATIONS (AMENDMENT)
Section 577 of the Companies Act 19 81 (“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 of the Council passed at its meeting held on 14 July 1983. The purpose of the regulation is to amend regulation 14 of the Companies Regulations (“the Regulations”) to declare “Sepon (Australia) Pty. Limited” (“SEPON”) to be an “authorized trustee corporation”.
5. 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.
6. To facilitate dealings in securities of Australian companies listed on the London Stock Exchange (“the Exchange”), the Exchange has established SEPON as a company in Victoria. SEPON’s function is to act as a nominee in respect of dealings on the Exchange in securities of Australian companies. Although SEPON will initially operate in Victoria, it is intended that it will extend its operations to other States and Territories.
7. As a consequence of the Council’s decision to approve the declaration of SEPON as an “authorized trustee corporation” for the purposes of the Act, regulation 14 of the Regulations will be amended by inserting a new paragraph (zaa) declaring SEPON to be an “authorized trustee corporation”.