Index	Year	Month	Page
ICSA INTERNATIONAL	1998	July	242
NEWS IN BRIEF • ASC executes corporate governance instrument permitting collective action by institutional investors • Small business wins cash flow benefits from withholding tax changes • Overseas futures exchanges approved • Tax office improves on line services	1998	July	246
CONFIDENTIAL INFORMATION, TRADE SECRETS & KNOW HOW • Information is protected without recourse to the formalities of patents, copyright and the like • In some circumstances this protection may be more useful than the formalities • As all information is valuable intellectual property, company secretaries should ensure it is identified and protected.	1998	July	248
DUTY OF CARE • The solvent trading cases introduced United States developments to the Australian forum • These cases were applied in the AWA Appeal 1995 majority judgment. It stated that Australian law required from careful and diligent directors, comparable standards as United States law • These common law developments should ultimately and decisively influence the interpretation of s.232(4).	1998	July	252
RISK MANAGEMENT • Risk management is the next wave of solutions to the challenges of governing modern business • Like so many other business decisions in an uncertain environment, some changes have been successful & others have unintended consequences • Avoiding or mitigating most of these unintended circumstances is possible with the right understanding of risk management and planning by senior management.	1998	July	256
SMALL PRINT • A US survey has shown nearly half of those interviewed had committed unethical acts due to pressure of work • The pressure comes from identifiable circumstances • Organisations can help counter these by raising awareness of them.	1998	July	259
THE STATUTORY ASSUMPTIONS IN S164(3) • The long familiar principles in Turquand’s case have been replaced by black letter law • Corporations Law s164 to 166 now provides protection to third party dealings with corporations • Case law interpretation, however, will still be important in practical application of the new law.	1998	July	260
CONTINUANCE DISCLOSURE • 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?	1998	July	263
KNOWLEDGE MANAGEMENT • Knowledge management is emerging as a major component of corporate success• It supersedes both information and records management, neither of which ever delivered the benefits they promises• But it will only ever be a support system for human decision-making • it is a means, not an end	1998	July	267
CORPORATIONS LAW UPDATE • Stamp duty on share buy-backs • Corporations Law v Workplace Relations Act• Unfair preference - Directors’ liability	1998	July	272
TAXATION LAW UPDATE • Losses in Trusts • Should the ‘Family Trust’ election be made? Dividend streaming • Super fund investment rules • Computer software expenses -	1998	July	275
SUPERANNUATION LAW UPDATE • Year 2000 Millennium Bug and software amortisation • New investment restrictions imposed on funds • Regulation of self-managed superannuation funds • New start date for superannuation choice and	1998	July	278
CONSUMER LAW • A 1997 case shows that low distribution in Australia of a foreign magazine will be adequate to found an Australian reputation for purposes of s52 of the TPA.	1998	July	281
ENVIRONMENTAL LAW • EPA releases RIS for contaminated land regulation • Load Based Licensing Scheme Close to Implementation • Federal Budget Increases Spending on the Environment • OECD Environmental Performance Review of Australia • Scheduled Wastes - Report on OCP Consultation Panel	1998	July	284
MANAGEMENT UPDATE • Workplace violence is not new, but now has increased in both frequency and intensity• Employers should move pro-actively to minimise the impact • Suggests several practical preventative measures to prevent workplace violence.	1998	July	287
OUR PROFILE CAMPAIGN LAUNCHED	1998	August	290
ICSA INTERNATIONAL • Edward de Bonos lateral thinking applications; Seek to solve problems by apparently illogical means; Are a process and willingness to look at things in a different way; Are a relatively new type of thinking that complements analytical and critical thinking; Are not part of our mainstream education; Are a fast, effective tool used to help companies and teams solve tough problems and create new products, processes and services; Is a term that is used interchangeably with creativity.	1998	August	292
NEWS IN BRIEF • ASC warning - NSW small companies must beware the millennium bug; Inter agency agreement boosts fight against fraud; Australian exports hit hard by Asian crisis.	1998	August	296
INTERNATIONAL COMPETITIVENESS • The absence of a GST puts the Australian economy out of step with most similar economies in terms of flexibility and fairness; The lack of carryback provisions in a country so affected by climate and commodity prices exacerbates problems; Non-deductibility of legitimate expenses deemed to be capital is out of date; Proscription of dividend streaming is counter productive; The current Australian tax system requires major changes if the country is to become globally competitive.	1998	August	298
SMALL PRINT • Dependency modelling helps managers balance competing demands and intergrate them into their risk management strategies; Key concepts involve goal setting, data collection and sensitivity analysis • The difference to other techniques is in the top-down approach that is used; this reverses the traditional risk management process; The technique encourages deep understanding of critical issues.	1998	August	301
BUSINESS JUDGMENT RULE • Details of proposed strategy to soften regulatory regime for potentially negligent directors; Criticism of United States position; In the context of Australian Corporate Law; Isolated feature of United States Law; Section 1318; Common Law in Australia; Creating a	1998	August	302
HOW TO WRITE A COMPUTER DISASTER RECOVERY PLAN • Preparation and planning are the keys to recovering from a computer disaster; This requires identifying what resources are used and cataloguing them securely offsite; Disaster backup files should be created and maintained offsite for critical data; Recovery strategies should be developed to minimise down-time for the business whilst computer systems are re-established.	1998	August	306
ANNUAL REPORT • Only 15% of institutional investors & 32% of CFO’s believed that the amount of time & money spent on annual reports was justified; Analyses have generally found that most annual reports don’t do what they are designed to do; The purpose of annual reporting should be to	1998	August	310
CONTINUOUS DISCLOSURE • Company secretaries have become very aware of the continuous disclosure requirements; There are, however, significant exceptions allowed; Provides an overview analysis of the exceptions and how they can be applied in appropriate circumstances.	1998	August	313
CORPORATIONS LAW UPDATE • Failure to inform; Allowing time for registration of shares; Keeping shareholders fully informed; Obligations of Nominee Directors; Signed contract not binding.	1998	August	316
TAXATION LAW UPDATE • Trust loans deemed to be dividends; Tax implications of debt defeasance.	1998	August	320
CONSUMER LAW UPDATE •	1998	August	323
ENVIRONMENTAL LAW UPDATE • A majority in the High Court has confirmed the liberal discretion of the L & E Court under section 69 of the L & E Act 1979; The fact that litigation is in the public interest is a legitimate consideration to be taken into account by the Court; In a recent decision, the High Court discarded the notion that a person who suffers a loss as a consequence of failure by a body to exercise a statutory power must show that that person relied on the body exercising that power; The High Court however was divided on the alternative test which should be adopted;	1998	August	326
EMPLOYMENT LAW • Affirmative action legislation was implemented in Australia in 1986 to address the problem of women’s unequal employment opportunities; Covers a case study of an Australian organisation with a well-developed affirmative action program in place; The case study is analysed in an effort to learn from the experiences of this company.	1998	August	329
MANAGEMENT UPDATE • Sexual harassment is expensive, costing companies time and money; It is the employer’s obligation to prevent sexual harassment in the workplace and stop it when it occurs; There are several steps involved in implementing an effective preventive sexual harassment program.	1998	August	333
SENATE FUMBLES CORPORATE LAW REFORM BALL	1998	September	338
CORPORATE GOVERNANCE DISCLOSURE LOW	1998	September	341
JANINE PERRETT ON COY SEC’S AND GOOD CORPORATE GOVERNANCE	1998	September	342
ICSA INTERNATIONAL	1998	September	344
1 JULY COMPANY LAW REFORMS: HOW WILL THEY AFFECT YOU? • The Company Law Revue Act 1998 has finally been passed It came into force on 1 July 1998 •The Act amends some of the more fundamental provisions of the Corporations Law in the areas of share capital, meetings, financial reporting • This article addresses, in a question and answer format, some commonly asked questions on the practical effect of the reforms.	1998	September	348
CONTINUOUS DISCLOSURE: • Compliance systems • ASX administration issues • Prospectus relief • Unlisted disclosing entities Consequences of contravention.	1998	September	352
HOW TO IMPLEMENT A COMPUTER DISASTER RECOVERY PLAN. • Disaster recovery planning must be resourced This requires that teams of people be established to implement it • The implementation should be planned in terms of procedures and action lists • Dry runs should be used regularly to maintain and test the plan.	1998	September	355
ASIC: AN INSTITUTE INTERVIEW	1998	September	360
ANNUAL REPORT: • The annual report as a form of discourse has become a common topic of discussion among forward thinking company secretaries • Of significance is the mismatch between the corporate perception of the role of the report and its role as provided for in legislative provisions • Many corporate annual reports deliberately use this mandated document as a mechanism by which to camouflage poor performance • The requirements on companies in providing independently audited information as to environmental strategies and performance have been of concern. Prescriptive regulation may not be able to satisfy the complex array of interests. One approach suggested to help overcome the regulatory problem presented by different readerships has been to produce both long and short reports. An approach to addressing the needs of the many user groups of annual reports that beckon is to take a 'fuzzy law' approach	1998	September	364
CORPORATIONS LAW: • Takeover scheme • Fiduciary duties arising out of a joint venture agreement • Market manipulation.	1998	September	368
TAXATION LAW • Family trust elections • Deductibility of interest	1998	September	375
INDIRECT TAXATION • Are your classification rulings nearing their use by date? Rebates and allowances	1998	September	375
SUPERANNUATION LAW • Proposals for splitting superannuation interests on marriage breakdown • New role for the Family Court	1998	September	377
ENVIRONMENTAL LAW UPDATE • Corporations Law amended to require environmental disclosure in Annual Director’s Report Australia sets national air quality standards.	1998	September	381
EMPLOYMENT LAW •	1998	September	383