Index	Year	Month	Page
INSTITUTE COMMENTARY • Corporate governance and the role of the company secretary • Ethical considerations and board self-appraisal	1997	April	94
VICTORIA UNIVERSITY • A description of one of the bodies that qualifies applicants educationally for membership of the Institute	1997	April	96
ANNUAL REPORTS - A RESEARCH ANALYST'S VIEW • Annual Reports fill different roles for different recipients To an analyst the Annual Report is only one of a number of sources of information about a company • Analysts have the advantage of meeting privately with directors to obtain answers that may not be forthcoming for shareholders at AGMs • An analyst is interested in a company's prospects; Annual Reports emphasise mainly what has been done in the past	1997	April	98
DIRECTORS' ACCESS TO INFORMATION • Barrett's Case suggests director's take copies of all documents to which they might need access before they leave a company • In 1966 the AICD mounted a test case on the company giving an undertaking to provide ex-directors with access for up to seven years • Although the test case decision - Kziewaldt's case - endorsed such undertakings this may be open to question • The question centres on 'the good of the company' in the case of access being given under adversarial conditions • It would be better if the Corporations Law automatically provided protection	1997	April	101
CURRENT RISK & INSURANCE ISSUES • An overview of the issues likely to emerge in 1997	1997	April	104
CORPORATIONS LAW UPDATE • Issuing shares at a discount ASC examinations • The discretion to order security for costs • Contractual rights under an administrator • Statutory demands and concurrent proceedings • Sales tax and preference in liquidation	1997	April	106
CORPORATIONS LAW UPDATE • Guide to reporting financial issues relevant to the environment	1997	April	106
ASC RELEASES • International meeting of regulators • Compulsory acquisition • Complaints resolution in the investment advice industry • Foreign prospects • Directors remuneration disclosure relief • Substantial shareholding notices	1997	April	109
CONSUMER LAW UPDATE • A 1995 case that confirms a number of points about guarantees given	1997	April	111
DOWNSIZING • Downsizing the organisation's older employees • Strategies and practice for retaining key employees are legally complex and time consuming	1997	April	113
ENVIRONMENTAL LAW UPDATE • EPA certificates of compliance	1997	April	115
COPYING IN CORPORATIONS • Research indicates widespread (probably unintentional) infringement of copyright A CAL liscence may be the answer	1997	April	116
SUPERANNUATION LAW UPDATE • Standard contribution abolished • Contribution surcharge introduced • ISC report on the use of derivatives	1997	April	117
INDIRECT TAX UPDATE • VAT in Papua New Guinea • Fair market value under self-assessment for sales tax • Sales tax on computers • Five new sales tax bulletins • Stopping dumping notices	1997	April	125
1996 ANNUAL REPORT OF THE INSTITUTE • 1996 Annual Report and Notice of 1997 Annual General Meeting	1997	April	128
INSTITUTE COMMENTARY • Risk management as an important element of good corporate governance • Release of the Corporate Law Economic Reform Program	1997	May	130
AWA REVISITED • Company Secretaries must ensure proper monitoring of corporate activities by non-executive directors • Not only are there statutory and fiduciary responsibilities but also liabilities at common law	1997	May	132
PRODUCT RECALL • Product recalls can be caused by production mistakes or third party tampering • To avoid under-or-over-reaction suitable plans must be in place before the need arises • Consideration must be given to risk assessment, legal obligations and the TPA, launching and managing the process, insurance • Class actions and stringent consumer legislation issues demand attention now from responsible company secretaries • Authored by the firm that advised Arnotts	1997	May	134
CORPORATE LAW ECONOMIC REFORM PROGRAM • An overview by Senator Ian Campbell, Parliamentary Secretary to the Treasurer, of the government's major economic agenda • The Corporations Law is now integrated into the mainstream initiatives for reform • Accounting standards are to be reformed to reflect these changed priorities	1997	May	138
INTERVIEW WITH ROBERT GOTTLIEBSEN • The Editor in Chief of BRW gives his views on what challenges management will face in the next five years	1997	May	140
SMALL PRINT • Outservicing is currently much in vogue albeit the concept of 'outside contractors' has been around for years • An Institute member who consults on the practicalities explains the costs, benefits and pitfalls	1997	May	142
ANNUAL REPORTS • Chairman of the Annual Report Awards, Arthur Delbridge, shares ARA's views on how to maximise the impact of Annual Reports • In essence the ARA looks for three parts in a report - overview of activities and performance analysis including financials • Each part and the whole should be clear, concise, accurate and informative • To achieve excellence in reporting should be amongst the objectives of every organisation	1997	May	143
CORPORATIONS LAW UPDATE • Dissent amongst directors leads to a company breaching its articles • Conflict of laws and statutory demands• Powers of a sole shareholder • Taking a wider view in determining oppression • Negligence • Multiple statutory demands • Directors' liability for insolvent trading	1997	May	147
ASC RELEASES • Action by Takeover Panel • ASC and ISC harmonisation • Relief for companies that control life companies • Relief for authorised trustee companies	1997	May	150
TAXATION LAW UPDATE • Tax law improvement project • Tax Laws Amendment Bill (No.4) • Profit making by sale	1997	May	153
ENVIRONMENTAL LAW UPDATE • Wik - an overview of the individual judgements	1997	May	157
INDIRECT TAX UPDATE • Rewrite of the Export Markets Development Grants Act	1997	May	162
SUPERANNUATION LAW UPDATE • Proposed performance measurement standards for fund managers • ISC circular on derivatives • New reporting requirements for managed assets	1997	May	165
EMPLOYMENT LAW UPDATE • Rights of entry to the workplace under OHS legislation and the Industrial Relations Act in NSW	1997	May	169
CONSUMER LAW UPDATE • The difficulties of proving damages for misleading or deceptive conduct • A 1995 case demonstrates the attitudes that can be expected from the courts	1997	May	171
MANAGEMENT UPDATE • Transformations of time and space by computers and electronic communication • The effects on people of reduced opportunities for personal interaction and inconclusive results • The price for improved productivity is increased stress	1997	May	174
INSTITUTE COMMENTARY • President's Address to the 1997 AGM of the Institute	1997	June	178
PRACTICAL ASPECTS OF CORPORATISATION • Governments must sort out their priorities in relation to corporatised entities • If social functions are to be continued, they must be given an explicit costing • The role and responsibilities of ministers and public servants involved with the entity must be clarified • The question of public accountability and commercial disclosure must be resolved	1997	June	181
BOARD REPORTING OF NON-FINANCIAL INFORMATION • A practising company secretary and senior Institute member writes from practical experience • To meet their obligations directors need to consider more than just financial information • NFKPI's are a useful mechanism to meet these needs in a summary form	1997	June	184
BOARD REPORTING OF NON-FINANCIAL INFORMATION • However, they need to be supported with more detail on risk management , compliance and disclosure issues	1997	June	184
THE SECRETARY FROM HELL • A tongue-in-cheek methodology for managing board papers and agendas	1997	June	185
THE YEAR 2000 DILEMMA • Many computer programs will require correction if they are to handle data containing dates after 1999 • Claims by software suppliers that their programs do not have this basic flaw should be thoroughly tested before being accepted	1997	June	189
SECOND CORPORATE LAW SIMPLIFICATION BILL • An overview of the Bill's salient features by a senior solicitor from the ASC • Particularly covers changes in respect of preincorporation contracts, annual returns, names, the m/a, common seal, members' rights and shares • Also discusses streamlined procedures for incorporation and deregistration, meetings, financial reports and audit	1997	June	191
ACCESS INDEMNITY AND INSURANCE DEEDS • There is an increasing demand to protect ex-directors and office holders from being sued after they have retired. • Common law rights of access generally cease upon leaving office albeit some recent case law has sought to extend the privilege • The current trend is to demand 'deeds' that 'guarantee' access and protection. These are discussed and analysed.	1997	June	196
INTERVIEW WITH RICHARD JONES FCIS • The Group Secretary of the ANZ Bank, one of Australia's largest corporations, discusses the evolving role of the company secretary	1997	June	198
CORPORATIONS LAW UPDATE • Dividends on debt	1997	June	201
TAXATION LAW UPDATE • Interest as capital expenditure	1997	June	204
ASC RELEASES • ASC charges linked to police proceedings • Memorandum of understanding signed with Indonesia • 'Good Advice' handbook released • Information brokers for ASCOT and DOCIMAGE • Wallis recommendation for CFSC to be studied by the ASC • Pilot study to see if prospect for managed investments can be made simpler	1997	June	207
CONSUMER LAW UPDATE • Financiers must disclose the whole of the circumstances to borrowers and cannot rely on formality to avoid misleading customers • A 1996 case confirms that s52 of the TPA relates to impressions as well as to facts	1997	June	211
ENVIRONMENTAL LAW UPDATE • EPA's internal costs not recoverable under an order for costs following a successful prosecution • Indemnity for directors and officers prosecuted for deemed contravention on of environmental laws	1997	June	215
SUPERANNUATION LAW UPDATE • Year end issues for trustees • Wallis Report impact on superannuation • New grouping provisions for tax instalments • SGC for directors within a partnership	1997	June	218
EMPLOYMENT LAW UPDATE • The effect of demotion on the contract of employment	1997	June	221