Index	Year	Month	Page
NEW PRESIDENT TAKES OFFICE	1999	February	3
ICSA INTERNATIONAL	1999	February	4
NEWS IN BRIEF • Non Compliance is a costly sin	1999	February	7
KEEPING DOCUMENTS CONFIDENTIAL IN LITIGATION • Discovery and collateral purpose h Commercial sensitivity Convincing the court	1999	February	8
SMALL PRINT • Disaster planning for computer networks must be kept up to date • This requires ongoing review of the network itself as well as insurance backup procedures and security arrangements • Contingency planning and simulations should be undertaken, even if they can only approximate a real disaster	1999	February	9
NON PROFIT STRATEGY • Values • Strategy	1999	February	10
RISK MANAGEMENT • SWOT analysis is used by many organisations as a tool in their planning process • For many, SWOT analysis is the starting point from which a strategic plan is developed • The purpose of this article is to outline potential shortcomings of SWOT analysis • And to suggest a way in which the SWOT model can be developed in order to overcome its shortcomings	1999	February	14
AN INSTITUTE INTERVIEW WITH DR SIMON LONGSTAFF • Ethics and corporate performance • Role of the secretary • Concepts of professionalism	1999	February	16
DELIVERING SHAREHOLDER VALUE • Free cash flow (FCF) and economic value added (EVA) methodologies are increasingly being used • This is because earnings per share (EPS), although a ‘convenient short hand’, is limited in its application • The future will see a significant increase of the use of FCF and EVA techniques • 100% of the analysts and 95% of fund managers surveyed are using cash flow based valuation and analysis of companies • Clearly, therefore, it will be important that you look at your business on this basis because others are or will be	1999	February	19
INTELLECTUAL PROPERTY AND THE GLOBAL VILLAGE • Electronic commerce • Copyright • Trademarks and domain names	1999	February	22
PERSONAL LIABILITY • Deductions • Defences • Aiding and abetting	1999	February	24
Y2K IMPLICATIONS FOR DIRECTORS INDEMNITIES • Duties and exposures of directors in the context of the Year 2000 problem • Extent to which directors are protected by corporate indemnities • Directors face significant exposures and corporate indemnities will not protect them fully	1999	February	25
CORPORATIONS LAW UPDATE • Information not required in takeover statement • Oppression • Lack of oppression • Stamp duty – transfer of shares	1999	February	29
CONSUMER LAW UPDATE • Country of origin claims: the problem • The traditional law • The 1998 ‘reforms’ • The ramifications • What the politicians say • A greater shambles than ever	1999	February	33
TAXATION LAW UPDATE • GST – Contracts that span the implementation date • Micro tax reform needed • Goodwill	1999	February	35
SUPERANNUATION LAW UPDATE • Introduction of GST • Abolition of savings rebate • Fringe benefit tax reporting	1999	February	39
EMPLOYMENT LAW UPDATE • The objects of the former IRA have been substantially changed with the introduction of the WPA • The AIRC now will only include in awards certain ‘allowable’ matters and nothing else • Whilst other matters may be declared ‘exceptional’ this is subject to dramatic restrictions h One objective of the WRA is to ensure that industrial matters rest at the workplace or enterprise level • This includes far reaching changes to the unfair dismissal concepts of the now superseded IRA • Whilst limited to Federal awards and Commonwealth employees, these concepts include much improved remedies and procedures	1999	February	44
MANAGEMENT • Conformity • Existential individuality • Rejecting mystery • Day-to-day individuality • Managing change	1999	February	46
NEWS IN BRIEF • Surveillance of company financial records • Australia keeps pace with worldwide quality boom • Half-year financial reports of disclosing entities • Transfer of information from directors’ report • Non-life parents of controlled life companies	1999	March	50
SECRETARIAL PRACTICE • The Marcus Clark case provided significant opinions on fiduciary duty and the need for disclosure • Company secretaries should be familiar with the case and ensure their boards are aware of its ramifications	1999	March	53
ICSA INTERNATIONAL • Putting board evaluation to work	1999	March	54
COMPANY SECRETARY • Contracts • TPA • Negligence • Corporations law • Insurance • What to do	1999	March	58
APPLIED CORPORATE GOVERNANCE • A minimalist view of corporate responsibility • A broader view embracing social responsibility • Their effect on judging board performance	1999	March	62
RISK MANAGEMENT • Compliance and risk management • Release of Australian Standard for compliance programs (AS3806-1998) • Purpose of the Standard • The ACCC view • The court’s view	1999	March	65
THE ACCC AND COMPLIANCE • The TPA now impacts on all businesses • The ACCC is pro-active in enforcement Penalties are high and can be imposed on individuals • Compliance programs may help in mitigation	1999	March	68
CORPORATE GROUPS AND PARENT COMPANY LIABILITY • Should the ‘control’ tests further replace holding/subsidiary and related company definitions? • Should the Corp Law permit groups to opt into the application of single enterprise entity principles to govern consolidated corporate groups • Should a Fair Dealing Obligation be imposed on Controlling Shareholders? • Should Directors of non wholly-owned subsidiaries be permitted to act in the interests of the controlling entity of a holding company? • Nominee directors • Buy-out rights for minority shareholders? • Mergers: simplified shortform merger provisions?	1999	March	72
THE PRIVACY ACT 1988 (CTH) IN AN INTERNATIONAL CONTEXT • Privacy Act • Impact on corporations • Information • International developments • EU Directive 95/46/EC	1999	March	75
CORPORATIONS LAW UPDATE • Improper use of position • Prohibition on managing a corporation • Insolvent trading	1999	March	78
CONSUMER LAW UPDATE • Discusses the question of damages in relation to section 52 of the TPA • Summarises and restates the relevant applicable principles • An important judgment on this issue	1999	March	81
TAXATION LAW UPDATE • Identity of advisors’ clients sought • Commissioner’s access guidelines • Legal professional privilege	1999	March	83
INDIRECT TAXATION UPDATE • Sellers beware – Changes to the Trade Practices Act 1974 imminent • Country of origin labelling	1999	March	87
EMPLOYMENT LAW UPDATE • Hickie v Hunt & Hunt, a recent decision of HREOC has highlighted the difficulties facing employers trying to provide flexible work conditions • HREOC found that a requirement imposed by a law firm on a contract partner to work full time after maternity leave amounted to indirect discrimination	1999	March	89
SUPERANNUATION LAW • RSAs were introduced mid 1997 • They are subject to special legislation and regulatory controls	1999	March	91
MANAGEMENT • Mergers have become a financial necessity in these competitive times • How well the company manages its employees is the key to a successful merger h Minimising pre-merger and post-merger anxiety	1999	March	93
ELECTRONIC COMMERCE • Offer and acceptance considerations • Where does distribution occur? • Where are representations made?	1999	March	95