Index	Year	Month	Page
ACCOUNTING STANDARDS • Current moves towards globalised financial markets require international harmonisation of accounting standards • This need is reinforced by the growth of electronic markets, both in capital raising and in trading • The ASX has made progress in these areas but the onus is on others to carry this forward	1997	October	371
FINANCIAL INSTRUMENTS • A new disclosure regime for financial instruments applies for reporting periods ending after 31 December this year • AASB 1033/AAS 33 have both greater depth and broader reach than previous requirements Company secretaries need to be aware of the much more detailed requirements	1997	October	374
TRADE MARKS: REMOVAL OF REGISTRATION FOR NON-USE SUPERANNUATION AFTER 1 JULY 1998 • The 1997 Budget announced a new super regime to start from 1 July 1998 • The choice of funds this provides for will place new responsibilities on both employer and employee • To maximise benefits and minimise confusion, employee education programs should be developed now	1997	October	380
FINANCE AND EQUITY • SME’s are critical to growth of the Australian economy • They are, however, often held back by inappropriate management when seeking bank support • A number of initiatives by government are designed to ameliorate the problems • The final solution, however, may be for SME’s to use non-traditional sources of finance, thereby moving around the problem	1997	October	384
EMPLOYMENT INTERVIEWS • An interview with a job interviewee about her perceptions and expectations of the process ‘from the other side of the desk’	1997	October	387
PRESENTING FINANCIAL RESULTS TO THE BOARD • Boards must consider two types of financial data to meet different but related governance responsibilities • Statutory accounts require elucidation and substantiation; management accounts must be relevant and reliable • It is up to the company secretary to ensure all the data meets these criteria whilst remaining digestible and understandable	1997	October	390
PERSONAL LIABILITY: A NOTE ON SECTION 588G • Company secretaries will be aware of directors’ sensitivity to s588G • This awareness highlights the importance of information going to Directors on financial matters being accurate, reliable and timely • It also means that (when necessary) minutes should reflect appropriate due diligence to provide directors with the means to avoid liability	1997	October	393
CORPORATIONS LAW UPDATE • Association and confidentiality • Oppression • Appointment of corporate representative	1997	October	395
ASC RELEASES • ASC warning on unacceptable takeover conditions • ASC refers Fairfax Trading to panel • ASC encourages better financial forecasts • Bond sentence increased to seven years • ASC makes saving easier	1997	October	399
TAXATION LAW UPDATE • Secretaries generally are familiar with the need to keep tax records for at least 5 years & its link with the ATO’s power to amend assessment • Recently, Ryan’s case has further clarified the position of ‘nil’ assessments in this context	1997	October	401
CONSUMER LAW UPDATE • Interlocutory injunctions are an important and often used procedure under the TPA A 1996 case illustrates that the court will allow conditions within them - an important commercial consideration	1997	October	402
INDIRECT TAXATION UPDATE • The recent High court decision to strike down State licencing fees has an obvious and significant effect • It also, however, will have an immediate impact on the broader question of a new tax regime in general	1997	October	404
CONSUMER LAW UPDATE • Are mandatory injunctions under the TPA harder to get than other injunctions? • A 1995 case shows they are not but that the question will be one of convenience, rather than of technical classification	1997	October	406
EMPLOYMENT LAW UPDATE • A recent case has confirmed that employers have the right to restructure the positions of award free employees in line with business needs • Employers will not be exposed to redundancy payments for those who remain, provided that entitlements, status and seniority are not reduced • The work employees are given to perform must also be within their skill, competence and training	1997	October	408
SUPERANNUATION LAW UPDATE • Company secretaries should be aware of the most common breaches by Super Funds so that they can properly advise their fund’s trustees	1997	October	410
COMMUNICATION • Communication with staff is a key management competency • This survey examined elements of communication to identify the staff’s view of its success in a number of organisations • It concludes that effectiveness requires the presence of all elements	1997	October	413
GOOD GOVERNANCE • Based on a series of interviews with company secretaries of large, medium and small listed companies• The purpose of which was to try and assess the reaction of each group of companies ahead of the introduction of Listing Rule 4.10.3.• LR 4.10.3. provides choice, characteristic of a disclosure regime, rather than the prescription of a mandatory checklist approach	1997	November	418
AGE LEGISLATION • Anti-discrimination laws include age, not just gender and origin • Beyond the laws, however, are management attitudes - conscious and unconscious - towards age and workplace competence • considers practical aspects including recruitment, training, appraisal and termination that are affected by age-based biases	1997	November	423
SMALL PRINT • Proper preparation is the key to a successful AGM • Ongoing shareholder communication throughout the year can relieve much of the pressure • Disruption by dissident elements should be anticipated and defused• Controversial issues need to be truthfully addressed without delay • Only by recognising and handling them properly can difficulties be overcome and disasters avoided	1997	November	426
INVESTMENT MANAGEMENT • The three newly released accounting standards will all have a significant impact on the financial statement disclosures for unit trusts • In addition, other announcements have been made concerning accounting policies of some trusts	1997	November	428
COMPLIANCE • Organisations serious about tracking risks and compliance recognise that it is a complex issue which must be managed in a systematic way	1997	November	437
COMPLIANCE AND THE TPA • It is clear that more and more businesses are realising that it is important, if not essential, to develop a ‘culture of compliance’ • In the process, Australia is undeniably becoming more and more competitive • The new Commission will focus on the areas to ensure such a trend continues	1997	November	439
CORPORATIONS LAW UPDATE • Foreign ownership and control • Prescribed interests • Issuing shares at a discount• Revocation of an order to convene a meeting	1997	November	442
ASC RELEASES • Half-year balance sheet format of financial institutions other than credit unions and permanent building societies • Disclosure of underwriting agreements in prospectuses • Proposed amendments to Practice Note 55 citing experts	1997	November	445
TAXATION LAW UPDATE • Trusts have long been of interest to the ATO and recent comments by the Commissioner have again reinforced this • Grollo’s case, accounting for building construction costs and the question of assessability	1997	November	447
INDIRECT TAXATION UPDATE • Stamp duty - rewrite legislation • Background to rewrite • 1996/97 Stamp duty developments • Sales tax - Instruction manuals not part of container	1997	November	451
CONSUMER LAW UPDATE • Common law prevents a competitor ‘passing off’ only if loss can be shown • However s52 of the TPA can facilitate an injunction even if no damage has been suffered • A 1995 case particularly shows how to stop a competitor using your name under these provisions	1997	November	454
ENVIRONMENT LAW • Extensive amendments to the Federal Hazardous Waste Act • Permits, special permits and Basel permits • Offences and penalties	1997	November	457
EMPLOYMENT LAW UPDATE • A growing number of complaints concern the application of an equal opportunity policy which on its face is neutral but in practice is not • Recent equal opportunity decisions have focused their attention on policies and procedures, with some surprising findings	1997	November	460
NON VERBAL COMMUNICATION IN ORGANISATIONS • Non verbal corporate communication, when correctly interpreted, can reveal an organisation’s values and culture • This can encompass all aspects of the corporation through its buildings and office presentation as a statement of its values • For company secretaries, the style of stakeholder communication is particularly significant in expressing the corporate culture	1997	November	462
SMALL PRINT • The technology now is common for electronic publishing of Annual Reports, off line on cd-rom or on line via the Internet The question of cost and benefit will prevail but company secretaries should be considering the possibilities this technology offers them	1997	November	464
A COMMENTARY: NEW CRITERIA FINALISED • A company’s power to expropriate the shares of minority shareholders is a question of ‘fairness’	1997	December	466
PROTECTING MINORITIES • In Gambotto’s case the High Court appeal tipped the balance back in favour of small shareholders • The question of ‘ the good of the company’ remains unresolved	1997	December	468
TOO OLD TO WORK • There are various aspects to age discrimination, none of which are valid when put to practical tests • Particularly considers loss of skills, abilities, productivity, creativity, adaptability • Also examines increased absences and lessening of enthusiasm	1997	December	471
DEEDS OF INDEMNITIES • Deeds of indemnity may benefit directors and officers for reasons under S180 • There are different forms of deed, offering different levels of direct comfort • Regard must also be had to D and O insurance covers • Access to board papers has emerged as a matter of current concern • When deciding what to do about deeds, however, action must be in the context of fiduciary duty to the company	1997	December	475
FUNDRAISING - BACK TO THE FUTURE • Fundraising reform proposals • No prospectus registration • Excluded offers extended • Offer information statements • s.52 Trade Practices Act • Prospectus liability • Uniform defences • prospectus content rules • Pre-prospectus advertising rules • No crown immunity?	1997	December	479
A FAIR GO FOR BUSINESS • Unconscionability • Codes of conduct • Franchising • Enforcement • Retail tenancies • Consequences of amendments • Timing	1997	December	482
SMALL PRINT • People management is the key factor in managing change • Change is now a frequent occurrence, so overcoming the natural resistence and minimizing problems are important and ongoing responsibilities • The essential element is a team approach from which can emerge innovation and enthusiasm	1997	December	484
PRACTICAL CORPORATE GOVERNANCE IN EUROPE in Australia • Corporate governance models are different in Europe but subject to the same debate as is ongoing in Australia • Increasing internationalism is creating some convergence of style, particularly in EEC countries • The common denominators are shareholder awareness and accountability of governing bodies	1997	December	485
CORPORATIONS LAW UPDATE • Diverstiture orders under the Foreign Acquisition and Takeovers Act • Voidable insolvent transactions • Legitimate reason for takeover - tax losses	1997	December	489
ASC RELEASES • ASC releases policy on schemes • Investing in Australian companies - Handle with care • ASC throws net over licenced investment advisers • ASC works with liquidators to achieve compliance success	1997	December	492
RISK MANAGEMENT UPDATE • Penalties under the TPA are so heavy that every company secretary must be aware of how the Act impacts on their company’s operations • In enforcing the Act, the ACCC looks for full and frank cooperation from those under investigation • Particular emphasis is placed on the adequacy and effectiveness of the company’s compliance program	1997	December	494
TAXATION LAW UPDATE • Commissioner’s ruling on deductibility of interest • The De Luxe Cabs cases - Are taxi drivers employees? For SGC implications also see page 503	1997	December	496
INDIRECT TAXATION UPDATE • Payroll tax - the future? • Workers’ compensation • Sales tax measures to counteract evasion in the computer industry • New draft ruling	1997	December	500
SUPERANNUATION LAW UPDATE • If contractors can satisfy a 3-way test, they should not be subject to the SGAA or the PAYE system • The purpose of the SGAA • The meaning of ‘employee and ‘employer’ and the extended meaning of ‘employee • The decisions in the Vabu and De Luxe Cabs cases - for PAYE tax implications also see page 496	1997	December	503
CONSUMER LAW UPDATE • Caveats on the titles of Real Property Act land pending TPA proceedings • A 1995 case considers whether caveatable interests lie in actions under different sections	1997	December	506
EMPLOYMENT LAW UPDATE • The Federal Court considered an application for an injunction to prevent industrial action taken by a union against a group of employees • The decision addresses the important issue of the rights of companies who are affected by, but not directly part to, an industrial dispute • The decision also considers the requirements in order for industrial action to be protected under the Workplace Relations Act 1996	1997	December	508
INEFFECTIVE PROBLEM SOLVING • Perfectionism is not responsible for success, but rather a hindrance in achieving it	1997	December	510