Index |
Year |
Month |
Page |
| NEWS IN BRIEF • ASC relief for companies which control life companies; ASC assists corporate governance by permitting collective action by institutional investors; ACCC Chairman backs new corporate Standards |
1998 |
April |
98 |
| TOWARDS AN ECONOMIC MODEL OF CORPORATE GOVERNANCE • Uses a simple economic model to show that in an abstract sense, governance concerns are resolved as a matter of course; Then demonstrates the importance of the operation of the legal environment and its interaction with the economics of the firm; Finally seeks to determine whether the inconsistencies between legal and economic objectives are able to be harmonised in a practical sense |
1998 |
April |
100 |
| SMALL PRINT • As in Australia, virtually all jurisdictions hold directors liable for insolvent trading; Differences, however, exist in the view of the courts when imposing this liability and the attitude to ‘technical’ breaches; With the increasingly global nature of business, company secretaries should be aware of the different attitudes that prevail |
1998 |
April |
105 |
| APPLIED CORPORATE GOVERNANCE • It is time for commonsense and to blow the whistle on the more pompousvacuous rhetoric on what is best practice, and reform current rituals |
1998 |
April |
106 |
| APPLIED CORPORATE GOVERNANCE • The government, ASC, ASX, institutional investors and some professional associations are perpetuating corrupt, inefficient corp governance |
1998 |
April |
106 |
| RISK MANAGEMENT UPDATE • In seeking to exclude breaches of duty owed in a professional capacity public liability insurers ensure they do not cover indemnity claims; Borderline cases regarding whether or not a claim should be covered by a professional indemnity policy can and will arise |
1998 |
April |
112 |
| SECRETARIES CASEBOOK • The AWA case has had a significant input to questions of duties and responsibilities; Other recent cases have impacted on questions of good faith; The law, however, remains in transition on matters of personal liability |
1998 |
April |
116 |
| TAXATION LAW UPDATE • Lease incentives; Receipt related to profit-making structure; Profit or gain; Myer distinguished; Cooling distinguished/not followed; Capital gains tax issues |
1998 |
April |
119 |
| INDIRECT TAX UPDATE • Recently released draft sales tax ruling SST D12 reveals some of the serious problems inherent in the sales tax law; a recent report leaves little doubt that the ATO & the ACS will implement changes directed at monitoring & improving taxpayers’ compliance |
1998 |
April |
122 |
| CONSUMER LAW UPDATE • The law covering agency termination is still quite undetermined and its position under s46 of the TPA requires debate; However, a 1996 case illustrates the necessity to act quickly if an interim injunction is to be sought against termination; Whilst the question of misusing market power raises complex issues of definition, it remains unresolved in this context |
1998 |
April |
124 |
| WHAT IS REMUNERATION • The AIRC has determined that some non-monetary benefits be included in the definition of ‘remuneration’; This will effect calculation of the specified rate of pay below which the AIRC has jurisdiction over claims for unfair dismissal |
1998 |
April |
126 |
| MANAGEMENT UPDATE • Family businesses are in a paradox as to are they a family, or are they a business; Difficulties range in complexity; Examine ways the group dynamics can be enhanced to resolve the paradox |
1998 |
April |
128 |
| EMPLOYMENT CONTRACTS • Job insecurity inherent in contract employment can promote short term planning ahead of long term; Proposes a model that relates these issues to strategic consequences for the organisation; Postulates emotional intelligence as a moderating variable that can operate to reduce the negative side of the model |
1998 |
April |
131 |
| NEW DISCLOSURE STANDARDS • The AASB has issued Accounting Standard AASB 1034 ‘Information to be Disclosed in Financial Reports’ which will replace Schedule 5; AASB 1034 applies to financial years ended on or after 30 June 1997; AASB 1017 Related Party Transactions has been amended to be consistent with the requirements of Schedule 5 |
1998 |
April |
134 |
| SOUTH AFRICA: RECENT DEVELOPMENTS IN CORPORATE GOVERNANCE • South Africa (where the Institute has 5000 members) has been a late starter in legislating corporate governance; The King Report, giving use to change in the area, is being implemented at the same time as the new Constitution and Bill of Rights; Implementing a non-binding code of corporate governance in the context of corporate, social & economic change requires adaptability & pragmat |
1998 |
April |
138 |
| COMPANY MEETINGS: PROPER NOTICE • Notice of General Meeting; Contents of the Notice; Timing of the Notice; Recipients of the Notice; Doctrine of Unanimous Consent; Short notice and deemed General Meetings |
1998 |
April |
142 |
| ICSA INTERNATIONAL • A case for audit committees • Towards a better framework • Obstacles to progress and success • Essential attributes • Benefits of audit committees • Conclusion. |
1998 |
May |
146 |
| NEWS IN BRIEF • Additional investments in managed investment schemes • Cannibals & regulators - An overview of the role of the Australian Competition and Consumer Commission in mergers. |
1998 |
May |
150 |
| INNOVATION IN EMPLOYEE SHARE SCHEMES • Legislative change • Employer view • Stakeholder view • Taxation. Tax Deferral.Tax exemption • Opportunities • Conclusion |
1998 |
May |
152 |
| RISK MANAGEMENT UPDATE • In recent years many members of Lloyds syndicates who have suffered heavy losses have made claims in negligence against the managing agents |
1998 |
May |
158 |
| APPLIED CORPORATE GOVERNANCE • This analysis of variable reward systems highlights the range of factors currently impacting on structure, and payment levels of such plans • On the basis of data provided by approximately 260 organisations, ten significant items are examined • Areas analysed further include: share plans • the reason for the success or otherwise of plans • team based pay for self-managed work groups |
1998 |
May |
160 |
| OLDER EMPLOYEES • Organisations need strategies to take advantage of the experience, skills and leadership of their older employees • This is particularly important when downsizing is being planned • To ensure retention of key employees there must be effective management and integration of HR policies with the downsizing exercise. |
1998 |
May |
165 |
| PROSPECTUS REFORM • The ASC’s interest |
1998 |
May |
168 |
| CORPORATIONS LAW UPDATE • Power to receive voting papers after poll closed • Effectiveness of pre-emption notices • Appropriateness of Section 564 application. |
1998 |
May |
172 |
| CONSUMER LAW UPDATE • A 1996 case raises conflicts of jurisdiction between Australia and the US • Issues involving international activities of the National Australia Bank become relevant to where litigation should proceed. |
1998 |
May |
175 |
| INDIRECT TAXATION UPDATE • New anti-dumping measures • Manufacturing in Bond regulation • High Court rules on conveyance stamp duty. |
1998 |
May |
178 |
| EMPLOYMENT LAW UPDATE • A recent decision has held that employers can obtain injunctions to prevent industrial action without first obtaining a certificate • This decision highlights the desirability of seeking injunctive relief in the Supreme Court. |
1998 |
May |
181 |
| ENVIRONMENTAL LAW UPDATE • Further developments in |
1998 |
May |
183 |
| SUPERANNUATION LAW UPDATE • Reversionary bonuses - Super Fund Bonus • New accounting issues facing trustees • Casual vacancies on trustee boards • Superannuation and the trust loss provisions. |
1998 |
May |
186 |
| MANAGEMENT UPDATE • Managers can evaluate and adjust their skills to improve communication in their organisation • The way a message is presented is as important as the message itself. |
1998 |
May |
190 |
| ICSA INTERNATIONAL • Preparing the company secretary for the new millennium • Resources and strategic capability • Resource audit • Value chain analysis • Comparative analysis • Assessing balance of skills • Identification of key issues • Developing a dynamic culture • Leadership • The vision • The crafting of strategy. |
1998 |
June |
196 |
| NEWS IN BRIEF • Reforms to strengthen world financial structures • Car fringe benefits - the hot item as FBT lodgment time ends • New strategy to tackle cash economy • Australian Standards go online. |
1998 |
June |
200 |
| CORPORATE GOVERNANCE & THE COMPANY SECRETARY • Corporate governance has and always will be a topic for ongoing debate • The company secretary has a significant role in both the debate and in actualising its outcomes. |
1998 |
June |
202 |
| A MESSAGE FROM THE INTERNATIONAL PRESIDENT |
1998 |
June |
205 |
| CORPORATE GOVERNANCE • What constitutes good corporate governance and why • Costs and benefits • Board evaluation • Role for shareholder activism. |
1998 |
June |
206 |
| RISK MANAGEMENT UPDATE • Business owners recognise that bad luck happens, so they buy an ISR policy to cover a multitude of events • Unfortunately when something catastrophic happens business owners can fail to distinguish the real reasons for the losses • However, business owners can fail to distinguish between losses arising from the insured incident and losses that would accrue in any event. |
1998 |
June |
210 |
| TURQUAND’S CASEBOOK • This article is first in a series of four which examine the Corp Law provisions dealing with authority of a company’s agents to bind the co • The basis of these provisions is the venerable common law rule in Turquand’s case, discussed in this article • Subsequent articles will deal with the statutory assumption contained in s164(3) and the limitations contained in s164(4) • The Company Law Review Bill 1997 proposes a rewrite of the current provisions and in so doing will change the law significantly. |
1998 |
June |
212 |
| CAN BUSINESS PLANNING COPE • Strategic planning does not cover calamities • Scenario planning does allow for otherwise unforeseen events • Its use has a place in facilitating proactive management of reactive solutions. |
1998 |
June |
216 |
| PERSONAL LIABILITY - AIDING & ABETTING UNDER THE TPA • The TPA provides civil penalties • In certain circumstances these may be imposes on senior managers and directors of corporations found in breach of the Act • Two cases highlight the judicial view of how these might be used in practice. |
1998 |
June |
220 |
| DUE DILIGENCE • Two problems with due diligence are that firstly, it has acquired an esoteric, legalistic mystique • and Secondly, it is often thought of as different to |
1998 |
June |
222 |
| CORPORATIONS LAW UPDATE • Best endeavours clauses • Natural justice and expropriation clauses • Misleading conduct in negotiations • Adoption of contract by conduct. |
1998 |
June |
225 |
| TAXATION LAW UPDATE • Unenforceable contract • Assessability of interest received under damages award. |
1998 |
June |
229 |
| CONSUMER LAW UPDATE • A 1996 case determines that the ACCC can restrain local court actions if they are based on |
1998 |
June |
232 |
| SUPERANNUATION LAW UPDATE • Why the industry is relying more and more on technology • People are the key ingredient • Technology selection process • Implementation • Why things go wrong • Business planning in the current superannuation environment • The process of business planning • Year end planning. |
1998 |
June |
234 |
| ENVIRONMENTAL LAW UPDATE • National pollutant inventory • Consultation paper - Reform of Commonwealth Environmental Legislation • ABARE Report - Emissions trading in Australia: developing a framework • Australian Bureau of Statistics Report on environment expenditure. |
1998 |
June |
238 |
