Index	Year	Month	Page
THE INSTITUTE’S GOVERNANCE • An introduction to the Institute’s board, its responsibilities, operation and members	1997	July	226
TECHNOLOGY AND UNEMPLOYMENT • A member with sixty three years experience writes on the most important issue facing Australia - unemployment • A marked improvement will not occur until public confidence is restored • Government must prime the economic pump with short term tax incentives to encourage extensive capital investment	1997	July	229
1997 BUDGET • A key point summary of the major issues for company secretaries • Franking credits • PAYE and PPS collection • Infrastructure tax • CFC rules • Anti-avoidance measures • Shareholder loans • Superannuation • Savings incentives	1997	July	231
THE RIGHT ANGLE ON 360 DEGREE FEEDBACK • In a true feedback culture people question and criticise to provide circular feedback • Today’s flatter organisations and employee involvement means that 360 degree circular feedback is the way of the future	1997	July	235
THE WIK DECISION • Aboriginal leaders say that leaseholders, pastoralists and miners need not be concerned by the High Court’s decision • The law firm partner who represented Cape York Graziers in the case explains why Wik is not that simple • Includes an outline of action required today by company secretaries to see if their corporation is affected	1997	July	236
WALLIS REPORT • The scene is now set for continuing deregulation of Australia’s financial system • Two key objectives of the Report are promoting competition within the system, and stronger performance by financial institutions globally • This overview for company secretaries analyses the impact of the Report • Includes a summary of the key issues and details of 115 recommendations	1997	July	239
REPORTING REQUIREMENTS • Policy Statement 58	1997	July	244
INTERVIEW WITH THE AUSTRALIAN SHAREHOLDERS’ ASSOCIATION • Tony McLean, Executive Officer of the ASA explains the Association’s current position on matters of interest to company secretaries • Covers reporting, dividends, franking, rights issues and the new provisions governing small holdings	1997	July	247
CORPORATIONS LAW UPDATE • Accountants’ fiduciary relationships • Auditors’ liability for negligence • Selective reduction of capital • Procedures in a statutory meeting	1997	July	250
ASC RELEASES • Company searches now available on-line • Compulsory acquisition of shares issued after the close of a takeover bid • Barter trading • Action against directors for insolvent trading at ‘the small end of town’	1997	July	253
TAXATION LAW UPDATE • Forgiveness of private company loans • Amendments to s108 • Amendments to the CGT cost base • Loans to shareholder employees • Commissioner Carmody and the application in practice of Part IVA • Agency arrangements and anti-avoidance provisions	1997	July	255
INDIRECT TAX UPDATE • Changes in the NSW budget • And the Victorian budget • And the WA budget • Selected Sales Tax rulings • A further reference back to the Spotless Services case’s relevance in Sales Tax determination	1997	July	260
SUPERANNUATION LAW UPDATE • 1997 Budget impact, particularly the savings rebate, choice of funds, preservation rules, contribution surcharge • From 1 July 1997 measures previously announced include lifting the SGC age to 70, spouse contribution rebates, small business CGT rollover	1997	July	262
ENVIRONMENTAL LAW UPDATE • Minerals industry code for environmental management • Planning controls in a system of community land ownership as introduced by Mabo and Wik decisions will require clarification • The Hinchinbrook challenge shows that development can be defended	1997	July	265
EMPLOYMENT LAW UPDATE • S127 Orders under the Workplace Relations Act introduced last year are the new way to stop or prevent industrial action • A 1997 case finds that it is not enough for unions to initiate bargaining simply to outmanoeuvre a S127 application	1997	July	269
MANAGEMENT UPDATE • Metaphors are important in communicating an organisation’s image and values to its stakeholders • Developing new metaphors therefore is an integral part of an evolving management culture • It thus is possible to use the new metaphors themselves to actively promote the change process they seek to portray	1997	July	271
COMMENTARY: ANNUAL REPORTS • Annual reports are an important tool in corporate governance, so the Institute is proud to be associated with the ARA in promoting them	1997	August	274
CAPITAL guaranteed EQUITY PRODUCTS • Yield, security and growth prospects are the fundamental criteria for most investors • Capital raising via guaranteed equity products therefore will be attractive to potential investors • This could be enhanced by more enlightened rules for distributing franking credits • There is, however, an unnecessary wariness on the part of corporations to use such innovative measures	1997	August	277
INDEMITIES • Section 241 of the Corporations Law refers to a company’s power to indemnify directors and officers Currently there is debate about the interaction of s241(2) and s241(3) • A review of practices in ten leading companies indicates a clear preference for one particular interpretation	1997	August	281
THE WIK DECISION: THE CASE FOR CONCERN • Company secretaries must ensure that their boards are aware of the impact of ‘Wik’ • It has the potential to affect all Crown grants so every grant must be individually assessed • Courts can be expected to give liberal interpretation to the application of the NTA, so the risk may be substantial • Particular care is needed to assess future needs and to ensure that upgraded tenure is obtained to support these needs if necessary	1997	August	283
LEGAL DUE DILIGENCE SYSTEM INEFFECTIVE • Many existing due diligence and compliance systems will give little or no legal protection; you should examine all yours • A ‘system’ comprising a legal manual and lectures recently held to be ineffective; systems that do not work cannot be due diligence • The Courts have shown that they require real management systems, not legal or auditing theory	1997	August	287
ELECTRONIC PROSPECTUSES • Class Order 96/1578 permits propecti to be published electronically • The Order specifies certain conditions, including a requirement for a ‘paper’ prospectus to be lodged with the ASC • However, the electronic form can take advantage of the publishing technology in some ways • With ever increasing commercial use of the internet, company secretaries should be aware of the potential of this mechanism	1997	August	290
TRADE MARKS AND THE INTERNET • What is a Domain Name? • Will use of a Domain name constitute trade mark infringement? • Jurisdictional issues • Use of trade marks on the internet	1997	August	293
THE SUPERANNUATION COMPLAINTS TRIBUNAL • The SCT provides an avenue to challenge super fund trustees without the need for court proceedings • This paper succinctly overviews its function, limitations, powers and general modus operandi	1997	August	294
CORPORATIONS LAW UPDATE • Removal of a director • Conflict situations for a director of two companies engaged in dealings together • Director’s duties to act for benefit of the company • A house for the MD’s daughter • Validity of proxy votes	1997	August	296
ASC RELEASES • Prospectus pilot signals new era of industry communication • ASC tax scheme message hits the spot • ASC and States of Jersey Financial Services Department sign agreement • Directors of company convicted • Boys & Others v ASC & Others application dismissed	1997	August	300
RISK MANAGEMENT UPDATE • Organisational contingency planning and preparation of appropriate strategies can minimise the consequences of disasters • Company secretaries should recognise that insurance is only part of the answer to disaster planing • However, with both insured and insurer working together, overall planning will be made stronger and lower insurance costs may be achieved	1997	August	302
TAXATION LAW UPDATE • Proposed legislation to eliminate benefit of franking credits • High Court denies existence of general principle that reimbursement of a deductible expense is assessable	1997	August	305
INDIRECT TAX UPDATE • Federal Parliament passes diesel fuel rebate bill • Bounty issues finally resolved • Sales tax loophole closed	1997	August	309
CONSUMER LAW UPDATE • A 1996 case clarified that an action for misleading or deceptive conduct survives the death of a party • This, however, may not be the case for actions under other provisions of the TPA • The safer course therefore may still be to proceed under State or Territory legislation, rather than the TPA	1997	August	312
EMPLOYMENT LAW UPDATE • Right of entry provisions give employers a chance to limit union interference in the workplace • Company secretaries should give careful thought to any suggestion that these rights be sacrificed for short term industrial harmony • If the disproportionate power of unions is to be redressed, employers must be prepared to make full use of the new Act	1997	August	314
ENVIRONMENTAL LAW UPDATE • NEPC releases paper on ambient air quality • Protection of the Environment Operations Bill 1996 - comments have closed • EPA Audit Handbook	1997	August	316
MANAGEMENT UPDATE • Effective leadership of change requires special management skills • These particularly include gaining the confidence, co-operation and dedication of employees • Above all, there must be effective communication of the leader’s strategic vision	1997	August	318
SHAREHOLDER VIEWS ON DISCLOSURE • The ASA has firm views on the current debate about corporate governance standards in Australia • Covers Listing Rule 4.10.3 and Appendix 4A • Also covers directors’ remuneration, reporting significant events, aspects of annual reports and areas in need of simplification	1997	September	322
CORPORATE GOVERNANCE - DIRECTORS’ OBLIGATIONS • A properly maintained program of corporate governance is an obligation that should concern the directors of all companies • Ignorance and inaction are not acceptable However, the size of a company provides considerable influence in establishing the appropriate standard of practice	1997	September	325
RETHINKING THE ANNUAL REPORT • Company Secretaries view the design input to their annual report as merely a means of implementation • This view ignores the potential benefits of conceptual re-design as a way of adding value to an expensive need • The value can be had by Company Secretaries changing their view to encompass communication as the main purpose of the report • Design then becomes an end, not merely a means	1997	September	328
COPYRIGHT - A PRACTICAL SOLUTION TO CLEARANCE • Copyright law is considered by many companies to be unclear in its practical application to the day-to-day photocopying of information items • Seeking clearance from authors for copying can pose huge difficulties of time and cost in making contact • A solution - at least in part - is to consider a CAL lisence	1997	September	329
THE IT GULF • Every company secretary is familiar with computer systems that are (a) much more expensive and (b) much less effective than promised • These problems, however, are only a sub-set of the broader needs of change management • By managing change both strategically and tactically to integrate users and IT consultants these difficulties can be reduced	1997	September	332
MANAGING WORKFORCE DIVERSITY • Workforce diversity is here to stay in Australia • Valuable guidance can be had from US experience in managing the issues • This paper reviews the lessons learned by six different SME’s over the last decade	1997	September	334
COPYRIGHT AND COMPUTER SOFTWARE • Traditionally software designers have relied on copyright to protect their applications • However recent conflicting decisions in the US and Australia have put into question the applicability of copyright to fully protect software	1997	September	336
CORPORATIONS LAW UPDATE • Difference between audit and review • Liquidator’s duty of care • Voidable transactions - directors’ actions • Authority of the managing director • Standing and breach of director’s duties • Sale of a company’s assets subject to charge	1997	September	338
ASC RELEASES • Kuala Lumpur Stock Exchange gets go ahead as ‘ASC approved foreign exchange’ • Receiver/manager appointed to illegal tax-driven scheme • ASC settles dispute with JB Were and Son • Former Sydney securities adviser convicted of stock market manipulation • Miscellaneous amendments to accounting class orders and exemptions • Information sought on the operation of the criteria for large proprietary companies under subsection 45A(3) of the Corporations Law	1997	September	341
RISK MANAGEMENT UPDATE • One isolated fire led to an insurance claim which was greater than the total of all claims arising out of the NSW bushfires • The paramount concern for Offset Alpine was to restore business quickly and efficiently without compromising their rights under their policy	1997	September	345
TAXATION LAW UPDATE • Amending legislation for capital gains tax retirement exemption • Thin capitalisation and foreign control or ownership • Capital or revenue expenditure	1997	September	349
EMPLOYMENT LAW UPDATE • Discrimination is an issue of increasing publicity and significance in modern day Australia • A recent decision of the Commission illustrates the potential vicarious liability of employers for racial taunts made by employees at work	1997	September	353
ENVIRONMENTAL LAW UPDATE • Amendments to waste regulations • Recent developments in planning law • Further developments in environmental reporting	1997	September	355
INDIRECT TAXATION UPDATE • Major changes to the R & D tax concession • Reduction in the deductibility of eligible R & D expenditure to 125% • Definition of R & D activities • Registration procedures for R & D	1997	September	359
MANAGEMENT UPDATE • Downsizing has become common in the 90’s but raises important questions of procedure Departing employees must be ‘fairly’ treated • Remaining employees must not be overburdened • Morale must be maintained • Customers and clients must be reassured	1997	September	362
SUPERANNUATION LAW UPDATE • 1997/98 Indexed superannuation amounts • Timeliness will save costs - new lodgement, payment and penalty dates • Changes in contribution rules will open superannuation gates for some • More rule changes affecting expatriates	1997	September	365