(b) both of the following are satisfied:

(i) the person holds a controlling stake in the RSE licensee;

(ii) the person does not have approval under section 29HD to hold a controlling stake in the RSE licensee; or

(c) each of the following is satisfied:

(i) the person has a controlling stake in the RSE licensee;

(ii) the person has approval under section 29HD to hold a controlling stake in the RSE licensee;

(iii) information given to the Regulator in relation to the application for approval was false or misleading in a material particular.

(4) The Federal Court's orders include:

(a) an order directing the disposal of shares; or

(b) an order restraining the exercise of any rights attached to shares; or

(c) an order prohibiting or deferring the payment of any sums due to a person in respect of shares held by the person; or

(d) an order that any exercise of rights attached to shares be disregarded.

(5) Subsection (4) does not, by implication, limit subsection (2).

(6) In addition to the Federal Court's powers under subsections (2) and (4), the court:

(a) has power, for the purpose of securing compliance with any other order made under this section, to make an order directing any person to do or refrain from doing a specified act; and

(b) has power to make an order containing such ancillary or consequential provisions as the court thinks just.

(7) The Federal Court may, before making an order under this section, direct that notice of the Regulator's application be given to such persons as it thinks fit or be published in such manner as it thinks fit, or both.

(8) The Federal Court may, by order, rescind, vary or discharge an order made by it under this section or suspend the operation of such an order.

11   At the end of subsection 133(1)

Add:

; or (f) the Regulator has reason to believe that:

(i) either a person holds a controlling stake in the RSE licensee or a person has practical control of the RSE licensee; and

(ii) because of the person's control of the RSE licensee, or the way in which that control has been, is or is likely to be exercised, the RSE licensee has been, is or is likely to be unable to satisfy one or more of the trustee's obligations contained in a covenant set out in sections 52 to 53, or prescribed under section 54A; or

(g) the Regulator has reason to believe that:

(i) a person holds a controlling stake in an RSE licensee; and

(ii) the person does not have approval under section 29HD to hold a controlling stake in the RSE licensee.

12   After paragraph 223A(1)(a)

Insert:

(aa) subsection 29JCB(1);

Part 2   Application and transitional provisions

13   Definitions

In this Part:

commencement day means the day on which this Schedule commences.

14   Treatment of persons holding a controlling stake in an RSE licensee before the commencement day

(1) This item applies if:

(a) a person holds a controlling stake in an RSE licensee immediately before the commencement day; and

(b) the person continues to hold a controlling stake in the RSE licensee on, or on and after, the commencement day.

(2) For the purposes of the Superannuation Industry (Supervision) Act 1993, the person is taken to have approval under section 29HD to hold a controlling stake in the RSE licensee during the period:

(a) beginning on the commencement day; and

(b) ending when the period during which the person holds a controlling stake in the RSE licensee is broken.

15   Holding a controlling stake without approval

Section 29JCB of the Superannuation Industry (Supervision) Act 1993, as inserted by item 9 of this Schedule, applies where a person begins to hold a controlling stake in an RSE licensee on or after the day that is 3 months after the commencement day.

Schedule 5   APRA directions power

Superannuation Industry (Supervision) Act 1993

1   Section 4 (after table item dealing with Part No. 16)

Insert:

2   Subparagraph 6(1)(a)(vii)

Repeal the subparagraph, substitute:

(vii) Parts 14 to 16A.

2A   Subsection 10(1) (definition of connected entity)

Repeal the definition, substitute:

connected entity , in relation to an RSE licensee of a registrable superannuation entity, means:

(a) an associated entity (within the meaning of the Corporations Act 2001) of the RSE licensee; and

(b) if the RSE licensee is a group of individual trustees - an entity that has the capacity to determine or influence decisions made by one or more members of the group in relationto the registrable superannuation entity; and

(c) any other entity of a kind prescribed by the regulations.

3   Subsection 10(1) (after paragraph (ta) of the definition of reviewable decision)

Insert:

(taaa) a decision of APRA to give a direction under subsection 131D(1), 131DA(1) or 131DA(3); or

(taab) a decision of APRA to vary a direction under subsection 131DC(1); or

4   Subsection 29E(1) (note 1)

Omit "(see section 29EB)", substitute "(see Division 1 of Part 16A)".

5   Subsection 29EA(2) (note 1)

Omit "(see section 29EB)", substitute "(see Division 1 of Part 16A)".

6   Section 29EB

Repeal the section.

7   Paragraphs 29G(2)(e) and (f)

Omit "under section 29EB", substitute "under subsection 131D(1) or 131DA(1)".

8   Section 29JB

Repeal the section.

9   Section 29JD

Omit "29JB", substitute "131DD".

10   Subsection 29K(2) (note)

Omit "(see section 29EB)", substitute "(see paragraph 131D(2)(b))".

11   After Part 16

Insert:

Part 16A - APRA's powers to issue directions

Division 1 - General powers to issue directions

131D APRA may give directions to an RSE licensee in relation to licensee's own conduct

(1) APRA may give an RSE licensee a direction of a kind mentioned in subsection (2) if APRA has reason to believe that:

(a) the RSE licensee has contravened a provision of:

(i) this Act; or

(ii) the regulations; or

(iii) the prudential standards; or

(ii) the Financial Sector (Collection of Data) Act 2001; or

(b) the RSE licensee is likely to contravene a provision mentioned in paragraph (a), and the direction is reasonably necessary to deal with one or more prudential matters in relation to the RSE licensee; or

(c) the RSE licensee has contravened a condition or direction under this Act or the Financial Sector (Collection of Data) Act 2001; or

(ca) the RSE licensee, or the registrable superannuation entity of the RSE licensee, has failed to meet a benchmark that relates to the licensee or entity; or

(d) the direction is necessary in the interests of beneficiaries of a registrable superannuation entity of the RSE licensee; or

(e) the RSE licensee is, or is about to become, unable to meet its liabilities (whether as trustee of a registrable superannuation entity or otherwise); or

(f) there is, or there might be, a material risk to the security of the assets of the RSE licensee (whether held as trustee of a registrable superannuation entity or otherwise); or

(g) there has been, or there might be, a material deterioration in the financial condition of:

(i) the RSE licensee; or

(ii) a registrable superannuation entity of which it is trustee; or

(h) the RSE licensee is conducting:

(i) its affairs; or

(ii) the affairs of a registrable superannuation entity of which it is trustee;

in an improper or financially unsound way; or

(i) the failure to issue a direction would materially prejudice the interests or reasonable expectations of beneficiaries of a registrable superannuation entity of the RSE licensee; or

(j) the RSE licensee is conducting:

(i) its affairs; or

(ii) the affairs of a registrable superannuation entity of which it is trustee;

in a way that may cause or promote instability in the Australian financial system.

(2) APRA may give a direction to do one or more of the following:

(a) to comply with the whole or a part of:

(i) this Act; or

(ii) the regulations; or

(iii) the prudential standards; or

(ii) the Financial Sector (Collection of Data) Act 2001;

(b) to comply with the whole or a part of a condition or direction referred to in paragraph (1)(c);

(c) if the RSE licensee is a body corporate, to do one or more of the following:

(i) to remove a responsible officer of the RSE licensee from office;

(ii) to ensure that a responsible officer of the RSE licensee does not take part in the management or conduct of the business of the RSE licensee, or the business of a registrable superannuation entity of the RSE licensee, except as permitted by APRA;

(iii) to appoint a person as a responsible officer of the RSE licensee for such term as APRA directs;

(d) to order an audit of:

(i) the affairs of the RSE licensee; or

(ii) the affairs of a registrable superannuation entity of the RSE licensee;

at the expense of the RSE licensee, by an auditor chosen by APRA;

(e) to remove an auditor of the RSE licensee, or of a registrable superannuation entity of the RSE licensee, from office and appoint another auditor to hold office for such term as APRA directs;

(f) to order an actuarial investigation of the affairs of a registrable superannuation entity of the RSE licensee, at the expense of the RSE licensee and by an actuary chosen by APRA;

(g) to removean actuary of a registrable superannuation entity of the RSE licensee from office and appoint another actuary to hold office for such term as APRA directs;

(h) not to accept, or to cease to accept (permanently or temporarily), contributions to a registrable superannuation entity of the RSE licensee;

(i) not to borrow any amount;

(j) not to pay or transfer any amount or asset to any person, or create an obligation (contingent or otherwise) to do so;

(k) not to undertake any financial obligation (contingent or otherwise) on behalf of any other person;

(l) not to discharge any liability of:

(i) the RSE licensee; or

(ii) a registrable superannuation entity of the RSE licensee;

(m) to make changes to the RSE licensee's systems, business practices or operations (including the RSE licensee's systems business practices or operations in relation to a registrable superannuation entity of the RSE licensee);

(n) to do, or refrain from doing, anything else in relation to the affairs of:

(i) the RSE licensee; or

(ii) a registrable superannuation entity of the RSE licensee.

(3) A direction under paragraph (2)(j) not to pay or transfer any amount or asset does not apply to the payment or transfer of money pursuant to an order of a court or a process of execution.

(4) Without limiting the generality of subsection (2), a direction referred to in a paragraph of that subsection may:

(a) deal with some only of the matters referred to in that paragraph; or

(b) deal with a particular class or particular classes of those matters; or

(c) make different provision with respect to different matters or different classes of matters.

(5) The direction may deal with the time by which, or period during which, it is to be complied with.

131DA APRA may give directions in relation to the conduct of a connected entity of an RSE licensee

(1) APRA may give an RSE licenseea direction of a kind mentioned in subsection (5), or a direction to cause a connected entity of the RSE licensee to do or not to do something of a kind mentioned in subsection (5), if APRA has reason to believe that:

(a) a connected entity of the RSE licensee has contravened a provision of:

(i) this Act; or

(ii) the regulations; or

(iii) the prudential standards; or

(ii) the Financial Sector (Collection of Data) Act 2001; or

(b) a connected entity of the RSE licensee is likely to contravene a provision mentioned in paragraph (a); or

(c) the direction relates to a connected entity of the RSE licensee and is necessary in the interests of beneficiaries of a registrable superannuation entity of the RSE licensee; or

(d) a connected entity of the RSE licensee is, or is about to become, unable to meet the connected entity's liabilities; or

(e) there is, or there might be, a material risk to the security of the assets of a connected entity of the RSE licensee; or

(f) there has been, or there might be, a material deterioration in the financial condition of a connected entityof the RSE licensee; or

(g) a connected entity of the RSE licensee is conducting the entity's affairs in an improper or financially unsound way; or

(h) a connected entity of the RSE licensee is conducting the entity's affairs in a way that may cause or promote instability in the Australian financial system; or

(i) a connected entity of the RSE licensee is conducting the entity's affairs in a way that may cause it to be unable to continue to supply products or services to the RSE licensee, or a registrable superannuation entity of the RSE licensee; or

(j) the direction relates to a connected entity of the RSE licensee and the failure to issue a direction would materially prejudice the interests of beneficiaries of a registrable superannuation entity of the RSE licensee.

(2) However, APRA can only make a direction under subsection (1) as a result of a ground referred to in paragraph (1)(d), (e), (f), (g), (h) or (i) if APRA considers that the direction is reasonably necessary to ensure that the RSE licensee's duties as trustee of a registrable superannuation entity are properly performed.

(3) APRA may give a connected entity of an RSE licensee a direction of a kind mentioned in subsection (5) if:

(a) APRA has given the RSE licensee a direction under subsection (1) because one or more of the grounds referred to in that subsection have been satisfied in respect of the connected entity; or

(b) APRA may give the RSE licensee a direction under subsection (1) because one or more of the grounds referred to in that subsection have been satisfied in respect of the connected entity.

(4) APRA cannot give a direction under subsection (3) to a connected entity of a kind specified in regulations (if any) made for the purposes of this subsection.

(5) APRA may give a direction to do one or more of the following:

(a) to comply with the whole or a part of:

(i) this Act; or

(ii) the regulations; or

(iii) the prudential standards; or

(ii) the Financial Sector (Collection of Data) Act 2001;

(b) if the connected entity is a body corporate:

(i) to remove a responsible officer of the entity from office; or

(ii) to ensure that a responsible officer of the entity does not take part in the management or conduct of the business of the entity (including any business the entity conducts in relation to a registrable superannuation entity of the RSE licensee) except as permitted by APRA; or

(iii) to appoint a person as a responsible officer of the entity for such term as APRA directs;

(c) to order an audit of:

(i) the affairs of the connected entity; or

(ii) the affairs of a registrable superannuation entity of the RSE licensee;

at the expense of the connected entity, by an auditor chosen by APRA;

(d) to:

(i) remove from office an auditor of the connected entity, or of a registrable superannuation entity of the RSE licensee; and

(ii) appoint another auditor to hold office for such term as APRA directs;

(e) to order an actuarial investigation of the affairs of a registrable superannuation entity of the RSE licensee, at the expense of the connected entity and by an actuary chosen by APRA;

(f) to:

(i) remove from office an actuary of a registrable superannuation entity of the RSE licensee; and

(ii) appoint another actuary to hold office for suchterm as APRA directs;

(g) not to borrow any amount;

(h) not to pay or transfer any amount or asset to any person, or create an obligation (contingent or otherwise) to do so;

(i) not to undertake any financial obligation (contingent or otherwise) on behalf of any other person;

(j) not to discharge any liability of one or more of the following:

(i) the connected entity;

(ii) a registrable superannuation entity of the RSE licensee;

(k) to make changes to the connected entity's systems, business practices or operations (including the connected entity's systems, business practices or operations in relation to a registrable superannuation entity of the RSE licensee);

(l) to do, or refrain from doing, anything else in relation to the affairs of:

(i) the connected entity; or

(ii) a registrable superannuation entity of the RSE licensee.

(6) A direction under paragraph (5)(h) not to pay or transfer any amount or asset does not apply to the payment or transfer of money pursuant to an order of a court or a process of execution.

(7) Without limiting the generality of subsection (5), a direction referred to in a paragraph of that subsection may:

(a) deal with some only of the matters referred to in that paragraph; or

(b) deal with a particular class or particular classes of those matters; or

(c) make different provision with respect to different matters or different classes of matters.

(8) The direction may deal with the time by which, or period during which, it is to be complied with.

131DB Machinery provisions relating to directions under this Division

(1) A direction under this Division must:

(a) be given by notice in writing:

(i) in the case of a direction to an RSE licensee under subsection 131D(1) or 131DA(1) - to the RSE licensee; and

(ii) in the case of a direction to a connected entity of an RSE licensee under subsection 131DA(3) - to the connected entity of the RSE licensee and the RSE licensee; and

(b) specify:

(i) in the case of a direction under subsection 131DA(3) - the ground referred to in subsection 131DA(1) as a result of which the direction is given; or

(ii) otherwise - the ground referred to in subsection 131D(1) or 131DA(1) as a result of which the direction is given.

(2) A direction under this Division is not a legislative instrument.

Note: Under paragraph 11(2)(c) of the Legislation Act 2003, APRA may register a direction under this Division as a notifiable instrument.

(3) In deciding whether to give a direction under subsection 131D(1) to an RSE licensee, APRA may disregard any external support for the RSE licensee.

(4) In deciding whether to give a direction under subsection 131DA(1) or (3), APRA may disregard any external support for the RSE licensee, or the connected entity of the RSE licensee, in relation to which the direction is given.

(5) The regulations may specify that a particular form of support is not external support for the purposes of subsection (3) or (4).

131DC Varying or revoking a direction under this Division

(1) APRA may:

(a) vary a direction given to an RSE licensee under this Division, by notice in writing to the RSE licensee; or

(b) vary a direction given to a connected entity of an RSE licensee under this Division, by notice in writing to the connected entity and the RSE licensee;

if, at the time of the variation, APRA considers that the variation is necessary and appropriate.

(2) A direction under this Division has effect until APRA revokes it.

(3) APRA may:

(a) revoke a direction given to an RSE licensee under this Division, by notice in writing to the RSE licensee; or

(b) revoke a direction given to a connected entity of an RSE licensee under this Division, by notice in writing to the connected entity and the RSE licensee;

if, at the time of revocation, APRA considers that the direction is no longer necessary or appropriate.

131DD Non-compliance with a direction

Failure to comply with a direction given to an RSE licensee - failure by the RSE licensee

(1) A person commits an offence if:

(a) the person is an RSE licensee or a member of a group of individual trustees that is an RSE licensee; and

(b) a direction is given to the RSE licensee under this Division; and

(c) the RSE licensee does, or fails to do, something; and

(d) doing, or failing to do, the thing results in a contravention of the direction.

Penalty: 100 penalty units.

Note: If a body corporate is convicted of an offence against this subsection, subsection 4B(3) of the Crimes Act 1914 allows a court to impose a fine of up to 5 times the penalty stated above.

Failure to comply with a direction given to an RSE licensee - failure by an officer of the RSE licensee

(2) A person commits an offence if:

(a) the person is an officer of an RSE licensee that is a body corporate; and

(b) the officer fails to take reasonable steps to ensure that the RSE licensee complies with a direction given to it under this Division; and

(c) the officer's duties include ensuring that the RSE licensee complies with the direction or with a class of directions that includes the direction; and

(d) the RSE licensee does not comply with the direction.

Penalty: 100 penalty units.

Failure to comply with a direction given to a connected entity of an RSE licensee - failure by the connected entity

(3) A connected entity of an RSE licensee commits an offence if:

(a) a direction is given to the connected entity under this Division; and

(b) the connected entity does, or fails to do, something; and

(c) doing, or failing to do, the thing results in a contravention of the direction.

Penalty: 100 penalty units.

Note: If a body corporate is convicted of an offence against this subsection, subsection 4B(3) of the Crimes Act 1914 allows a court to impose a fine of up to 5 times the penalty stated above.

Failure to comply with a direction given to a connected entity of an RSE licensee - failure by an officer of the connected entity

(4) A person commits an offence if:

(a) the person is an officer of a body corporate that is a connected entity of an RSE licensee; and

(b) the officer fails to take reasonable steps to ensure that the connected entity complies with a direction given to it under this Division; and

(c) the officer's duties include ensuring that the connected entity complies with the direction or with a class of directions that includes the direction; and

(d) the connected entity fails to comply with the direction.

Penalty: 100 penalty units.

Offence for each day on which a person continues to commit an offence

(5) If a person commits an offence against subsection (1), (2), (3) or (4), the person commits an offence against that subsection in respect of:

(a) the first day on which the offence is committed; and

(b) each subsequent day (if any) on which the circumstances that gave rise to the person committing the offence continue (including the day of conviction for any such offence or any later day).

Note: This subsection is not intended to imply that section 4K of the Crimes Act 1914 does not apply to offences against this Act or the regulations.

Strict liability

(6) Subsections (1), (2), (3) and (4) are offences of strict liability.

Meaning of officer

(7) In this section, officer has the meaning given by section 9 of the Corporations Act 2001.

Division 3 - Provisions relating to all directions under this Act

131F APRA may give more than one direction

(1) APRA is not precluded from giving a direction under a provision of this Act because APRA has given, or may give, another direction under that or any other provision of this Act.

(2) The kinds of direction that may be given under one provision of this Act are not limited by any direction given, or that may be given, under that or any other provision of this Act.

131FA RSE licensee and connected entity have power to comply with a direction under this Act

(1) An RSE licensee has power to comply with a direction given to the RSE licensee under this Act despite anything in its constitution or any contract or arrangement to which it is a party.

(2) If the direction requires the RSE licensee to cause a connected entity to do, or not to do, something:

(a) the RSE licensee has power to cause the connected entity to do, or to not to do, the thing; and

(b) the connected entity has power to do, or not to do, the thing;

despite anything in the connected entity's constitution or any contract or arrangement to which the connected entity is a party.

(3) A connected entity of an RSE licensee has power to comply with a direction given to the connected entity under this Act despite anything in its constitution or any contract or arrangement to which it is a party.

131FB Protection from liability - general

(1) A person is not subject to any liability to any person in respect of anything done, or omitted to be done, in good faith and without negligence in the exercise or performance, or the purported exercise or performance, of powers, functions or duties under this Act.

(2) To avoid doubt, any information provided by a person to APRA under section 130A is taken, for the purposes of subsection (1), to be provided in the exercise of a power or the performance of a function under this Act.

(3) Subsection (1) does not apply to a person referred to in section 58 of the Australian Prudential Regulation Authority Act 1998 and, to avoid doubt, does not affect the operation of that section.

131FC Protection from liability - directions

(1) An action, suit or proceeding (whether criminal or civil) does not lie against a person in relation to anything done, or omitted to be done, in good faith by the person if:

(a) the person does the thing, or omits to do the thing, for the purpose of complying with a direction under this Act given by APRA to an RSE licensee, or a connected entity of an RSE licensee; and

(b) it is reasonable for the person to do the thing, or to omit to do the thing, in order to achieve that purpose; and

(c) the person is any of the following:

(i) an officer of the RSE licensee, or of the connected entity of the RSE licensee;

(ii) an employee or agent of the RSE licensee, or of the connected entity of the RSE licensee.

(2) In subsection (1):

employee :

(a) of an RSE licensee, includes a person engaged to provide advice or services to the RSE licensee; or

(b) of a connected entity of an RSE licensee, includes a person engaged to provide advice or services to the connected entity.

officer has the meaning given by section 9 of the Corporations Act 2001.

131FD Protection from liability - provisions do not limit each other

The following provisions do not limit the operation of each other:

(a) section 336B;

(b) section 131FB;

(c) section 131FC;

(d) section 58 of the Australian Prudential Regulation Authority Act 1998.

131FE Informing the Treasurer about issue and revocation of directions

(1) If the Treasurer requests APRA to provide information about:

(a) any directions given under this Actto a particular entity; or

(b) any directions given under this Act, during a specified period, to any entity of a specified kind;

APRA must comply with the request.

(2) APRA may provide any information that it considers appropriate to the Treasurer about:

(a) any directions given under this Act at any time; or

(b) any revocations of any such directions.

(3) If APRA provides the Treasurer with information about a direction and then later revokes the direction, APRA must notify the Treasurer of the revocation of the direction as soon as practicable after the revocation. Failure to notify the Treasurer does not affect thevalidity of the revocation.

12   After subsection 349B(6)

Insert:

(6A) If, apart from this section, this Act would result in such an acquisition of property because it would require a person to comply with a direction given under this Act, then despite any other provision of this Act, the person is not required to comply with the direction in circumstances that would result in such an acquisition.

13   At the end of subsection 349B(7)

Add:

; and (f) a direction given under this Act.

14   Application

The amendments made by this Schedule apply to events that occur, and anything that a person does or fails to do, on or after the commencement of this Schedule.

Schedule 6   Portfolio holdings disclosure

Corporations Act 2001

1   Subsection 1017BB(1)

Repeal the subsection, substitute:

Obligation to publicise investment information

(1) The trustee, or the trustees, of a registrable superannuation entity (the reporting entity ) must make the following information about each of the entity's investment options publicly available on the entity's website no later than 90 days after each reporting day:

(a) sufficient information to identify each investment item (a disclosable item ) allocated to the investment option at the end of the reporting day that:

(i) is held by the reporting entity, an associated entity of the reporting entity or a pooled superannuation trust; and

(ii) is neither an investment in an associated entity of the reporting entity, nor an investment in a pooled superannuation trust;

(b) sufficient information to identify the value, and the weighting or exposure, at the end of the reporting day of each disclosable item;

(c) the total value, and the total weighting or exposure, at the end of the reporting day of all disclosable items.

(1A) However, the regulations may provide that subsection (1) applies for a prescribed kind of disclosable item so that:

(a) paragraphs (1)(a) and (b) need not be complied with for each item of that kind; and

(b) instead, only the following need be disclosed:

(i) the name of that kind of item;

(ii) the total value, and the total weighting or exposure, at the end of the reporting day of all items of that kind.

2   Subsections 1017BB(4) and (5)

Repeal the subsections, substitute:

Full exemption

(4) Subsection (1) does not apply to the trustee, or the trustees, of a registrable superannuation entity if the entity is:

(a) a pooled superannuation trust; or

(b) a single member fund; or

(c) a small APRA fund.

Partial exemptions

(5) Subsection (1) does not apply to the trustee, or the trustees, of a registrable superannuation entity for:

(a) an investment option of the entity that has been closed to new members for at least 5 years; or

(b) an investment item that is not a material investment in accordance with regulations prescribed for the purposes of this paragraph; or

(c) an investment item invested solely to support a defined benefit interest (within the meaning of the Income Tax Assessment Act 1997); or

(d) an investment item invested in a life policy, or investment account contract, of a kind described in subparagraph 1017BA(4)(a)(i), (ii) or (iii); or

(e) an investment item of a kind prescribed by the regulations for the purposes of this paragraph.

Note: An investment item covered by any of paragraphs (b) to (e) will not be a disclosable item.

(5A) Subject to subsection (1A), subsection (1) does not apply to the trustee, or the trustees, of a registrable superannuation entity for up to 5% of the investment items (other than derivatives) referred to in paragraph (1)(a) for the investment option if:

(a) those investment items are commercially sensitive; and

(b) making information publicly available about those investment items would be detrimental to the interests of the entity's members.

The trustee, or the trustees, of the entity may determine which investment items make up that 5%.

Note: Regulations under subsection (1A) may require the disclosure of the total value of all investment items of this kind.

Definitions

3   Subsection 1017BB(6)

Insert:

investment item means an asset or a derivative.

investment option , for a registrable superannuation entity, means:

(a) an investment pool maintained within the entity; or

(b) a financial product made availableto a member of the entity:

(i) that is a managed investment scheme or other pooled investment; and

(ii) in respect of which section 1012IA applies if there is, or will be, a regulated acquisition of the product (within the meaning of that section).

member , in relation to a superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993), has the same meaning as in that Act.

MySuper product has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

pooled superannuation trust has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

small APRA fund means a regulated superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993) with less than 5 members.

4   Sections 1017BC, 1017BD and 1017BE

Repeal the sections.

5   Paragraph 1020E(1)(c)

Omit ", or provided under subsection 1017BC(3),".

6   Subsection 1020E(11) (paragraph (d) of the definition of defective)

Omit "or information provided under section 1017BC".

7   Section 1021NC

Repeal the section.

8   Subparagraph 1022B(1)(g)(iii)

Omit "; or", substitute ".".

9   Paragraph 1022B(1)(h)

Repeal the paragraph.

10   Paragraph 1022B(2)(f)

Omit ", (g) or (h)", substitute "or (g)".

11   Paragraph 1022B(3)(f)

Omit "; or", substitute ".".

12   Paragraph 1022B(3)(g)

Repeal the paragraph.

13   Subsection 1022B(7B)

Omit ", (g)(ii) or (h)(ii)", substitute "or (g)(ii)".

14   Subsection 1022B(7C)

Omit ", (g)(iii) or (h)(iii)", substitute "or (g)(iii)".

15   Subparagraph 1041H(3)(a)(iii)

Omit ", 1021NB or 1021NC", substitute "or 1021NB".

16   Subparagraph 1041K(1)(a)(iii)

Omit ", 1021NB or 1021NC", substitute "or 1021NB".

17   Section 1540

Omit "30 June 2014", substitute "31 December 2019".

18   Section 1541

Repeal the section.

19   After Part 10.22 of Chapter 10

Insert:

Part 10.22A - Transitional provisions relating to the Treasury Laws Amendment (Improving Accountability and Member Outcomes in Superannuation Measures No. 1) Act 2019

1541A Application of amendments relating to portfolio holdings disclosure

The amendments of section 1017BB made by Schedule 6 to the Treasury Laws Amendment (Improving Accountability and Member Outcomes in Superannuation Measures No. 1) Act 2019 apply in relation to the reporting day that is 31 December 2019 and to later reporting days.

20   Schedule 3 (table items 308AG, 308AH and 308AI)

Repeal the items.

Superannuation Industry (Supervision) Act 1993

21   Section 38A (subparagraph (c)(ii) of the definition of regulatory provision)

Omit "(3);", substitute "(3).".

22   Section 38A (subparagraph (c)(iii) of the definition of regulatory provision)

Repeal the subparagraph.

Schedule 7   Annual members' meetings

Superannuation Industry (Supervision) Act 1993

1   Subparagraph 6(1)(a)(i)

Omit "and sections 29QB and 29QC", substitute "and sections 29P to 29QC".

2   Subparagraph 6(1)(c)(ia)

Omit "and sections 29QB and 29QC", substitute "and sections 29P to 29QC".

3   Subsection 10(1)

Insert:

annual members' meeting , for a registrable superannuation entity, means a meeting of members of the entity held under subsection 29P(1) for a year of income of the entity.

4   Division 5 of Part 2B (heading)

Repeal the heading, substitute:

Division 5 - RSE licensees must provide information about registrable superannuation entities

5   Before section 29QB

Insert:

Subdivision A - Annual members' meetings

29P Annual members' meeting

RSE licensees must hold annual members' meetings

(1) The RSE licensee of a registrable superannuation entity must hold an annual meeting of members of the entity for each year of income of the entity.

Notice of meeting

(2) The RSE licensee must give notice of the annual members' meeting to each of the following:

(a) all members of the registrable superannuation entity;

(b) if the RSE licensee is a body corporate - all responsible officers of the body corporate;

(c) any person who has been an auditor of the registrable superannuation entity for the year of income of the entity;

(d) any person who has been an actuary of the registrable superannuation entity during the year of income of the entity.

(3) The RSE licensee must:

(a) include in the notice:

(i) the time and location of the annual members' meeting; and

(ii) if the annual members' meeting to be held by electronic means - details of how the meeting can be attended electronically; and

(iii) the agenda of matters to be discussed at the annual members' meeting; and

(b) include with the notice any other information prescribed by the regulations; and

(c) give the notice, and any information required to be included with the notice, in the manner (if any) prescribed by the regulations; and

(d) give the notice, and any information required to be included with the notice:

(i) no later than 6 months after the end of the year of income of the entity; and

(ii) at least 21 days before the meeting.

(3A) Despite subsection 14(2) of the Legislation Act 2003, regulations made for the purposes of paragraph (3)(b) may make provision in relation to a matter by applying, adopting or incorporating (with or without modification) any matter contained in a reporting standard, made by APRA under the Financial Sector (Collection of Data) Act 2001,as in force or existing from time to time.

Timing of meeting

(4) The meeting must be held within 3 months after the notice of the meeting is given in accordance with subsections (2) and (3).

Conduct of an annual members' meeting

(5) At the annual members' meeting, the RSE licensee must give members of the registrable superannuation entity reasonable opportunities to ask questions about:

(a) the registrable superannuation entity; and

(b) if the RSE licensee is a body corporate - the RSE licensee and the responsible officers of the RSE licensee; and

(c) if the RSE licensee is a group of individual trustees - each of the individual trustees; and

(d) any audit of the registrable superannuation entity for the year of income of the entity; and

(e) any actuarial investigation of the registrable superannuation entity during the year of income of the entity; and

(f) any information included with the notice of the meeting.

Minutes of meeting

(6) The RSE licensee must ensure that:

(a) minutes of the annual members' meeting are prepared; and

(b) those minutes include the answers to any questions asked at the meeting that a person is obliged to answer either at or after the meeting under sections 29PB, 29PC, 29PD or 29PE; and

(c) those minutes are made available to all members on the registrable superannuation entity's website.

Subsection (1) does not apply in relation to certain entities

(7) Subsection (1) does not apply in relation to a registrable superannuation entity that is:

(a) a superannuation fund with fewer than 5 members; or

(b) an excluded approved deposit fund; or

(c) a pooled superannuation trust; or

(d) an eligible rollover fund.

Offence

(8) A person commits an offence if:

(a) the person is:

(i) a body corporate that is an RSE licensee; or

(ii) a member of a group of individual trustees that is an RSE licensee; and

(b) the RSE licensee contravenes subsection (1), (2), (3), (4), (5) or (6).

Penalty: 50 penalty units.

29PA Obligation to attend an annual members' meeting

(1) If:

(a) the RSE licensee of a registrable superannuation entity is a body corporate; and

(b) any of the following persons is given notice of an annual members' meeting for the entity in accordance with subsections 29P(2) and (3):

(i) the Chair of the board of directors of the RSE licensee;

(ii) a director of the RSE licensee;

(iii) an executive officer of the RSE licensee;

the person must attend the meeting.

Penalty: 50 penalty units.

(2) A member of a group of individual trustees that is an RSE licensee of a registrable superannuation entity must attend an annual members' meeting for the entity.

Penalty: 50 penalty units.

(3) A person who has been an auditor of a registrable superannuation entity for a year of income of the entity, must attend an annual members' meeting for the entity relating to that year if the person is given notice of the meeting in accordance with subsections 29P(2) and (3).

Penalty: 50 penalty units.

(4) A person who has been an actuary of a registrable superannuation entity during a year of income of the entity must attend an annual members' meeting for the entity relating to that year if the person is given notice of the meeting in accordance with subsections 29P(2) and (3).

Penalty: 50 penalty units.

(5) Subsections (1), (2), (3) and (4) do not apply to a person if the person has a reasonable excuse for not attending.

(6) Subsection (1) does not apply to a director of an RSE licensee of a registrable superannuation entity, if:

(a) other directors of the entity have attended the meeting; and

(b) the number of directors of the entity who attended the meeting is no less than the number of directors that would constitute a quorum for a meeting of the board of directors of the entity.

29PB Obligation on responsible officers of RSE licensees to answer questions

(1) This section applies if a member of a registrable superannuation entity asks a responsible officerof the RSE licensee for the entity a question at the meeting.

(2) The responsible officer of the RSE licensee must answer the question at the meeting or, if it is not reasonably practicable to do so, within 1 month after the meeting.

Penalty: 50 penalty units.

(3) Subsection (2) does not apply:

(a) if the question is not relevant to:

(i) an action, or failure to act, by the RSE licensee in relation to the registrable superannuation entity or one or more members of the registrable superannuation entity; or

(ii) the registrable superannuation entity; or

(b) if it would be in breach of the governing rules of the registrable superannuation entity, this Act or any other law to answer the question; or

(c) if answering the question would result in detriment to the members of the registrable superannuation entity, taken as a whole; or

(d) in any other circumstances prescribed by the regulations.

29PC Obligation on individual trustees to answer questions

(1) This section applies if a member of a registrable superannuation entity asks an individual trustee for the entity a question at an annual members' meeting for the entity.

(2) The individual trustee must answer the question at the meeting or, if it is not reasonably practicable to do so, within 1 month after the meeting.

Penalty: 50 penalty units.

(3) Subsection (2) does not apply:

(a) if the question is not relevant to:

(i) an action, or failure to act, by the RSE licensee in relation to the registrable superannuation entity or one or more members of the registrable superannuation entity; or

(ii) the registrable superannuation entity; or

(b) if it would be in breach of the governing rules of the registrable superannuation entity, this Act or any other law to answer the question; or

(c) if answering the question would result in detriment to the members of the registrable superannuation entity, taken as a whole; or

(d) in any other circumstances prescribed by the regulations.

29PD Obligation on auditor to answer questions

(1) This section applies if a member of a registrable superannuation entity asks a person who has been an auditor of the registrable superannuation entity for a year of income of the entity a question at an annual members' meeting for the entity for the year.

(2) The auditor must answer the question at the meeting or, if it is not reasonably practicable to do so, within 1 month after the meeting.

Penalty: 50 penalty units.

(3) Subsection (2) does not apply:

(a) if the question is not relevant to:

(i) an action, or failure to act, by the RSE licensee in relation to the registrable superannuation entity or one or more members of the registrable superannuation entity; or

(ii) the registrable superannuation entity; or

(iii) an audit of the registrable superannuation entity carried out by the auditor; or

(iv) any matter that might reasonably be expected to be apparent to the auditor of the entity in relation to the entity; or

(b) if it would be in breach of the governing rules of the registrable superannuation entity, this Act or any other law to answer the question; or

(c) if answering the question would result in detriment to the members of the registrable superannuation entity, taken as a whole; or

(d) in any other circumstances prescribed by the regulations.

29PE Obligation on actuary to answer questions

(1) This section applies if a member of a registrable superannuation entity asks a person who has been an actuary of the registrable superannuation entity during a year of income of the entity a question at an annual members' meeting for the entity for the year.

(2) The actuary must answer the question at the meeting or, if it is not reasonably practicable to do so, within 1 month after the meeting.

Penalty: 50 penalty units.

(3) Subsection (2) does not apply:

(a) if the question is not relevant to:

(i) an action, or failure to act, by the RSE licensee in relation to the registrable superannuation entity or one or more members of the registrable superannuation entity; or

(ii) the registrable superannuation entity; or

(iii) an actuarial investigation of the registrable superannuation entity carried out by the actuary; or

(iv) any matter that might reasonably be expected to be apparent to the actuary of the entity in relation to the entity; or

(b) if it would be in breach of the governing rules of the registrable superannuation entity, this Act or any other law to answer the question; or

(c) if answering the question would result in detriment to the members of the registrable superannuation entity, taken as a whole; or

(d) in any other circumstances prescribed by the regulations.

Subdivision B - Other obligations in relation to information

6   Application

The amendments made by this Schedule apply in relation to years of income of a registrable superannuation entity beginning on or after the commencement of the Schedule.

Schedule 8   Reporting standards

Australian Prudential Regulation Authority Act 1998

1   Subsection 56(1) (paragraph (ca) of the definition of protected document)

After "13(4A)", insert "or (4D)".

2   Subsection 56(1) (paragraph (ca) of the definition of protected information)

After "13(4A)", insert "or (4D)".

Financial Sector (Collection of Data) Act 2001

2A   After paragraph 13(4A)(a)

Insert:

(aa) the extent to which the profits of the investor is attributable to deductions made by the investor;

(ab) if the return on the investment made by the investor is passed on (in whole or in part) to members of a regulated superannuation entity of the RSE licensee - the effect of any deduction by the investor on the amount passed on to the members;

(ac) if the investor is a person connected with the RSE licensee - the relationship between the RSE licensee and the investor;

3   After subsection 13(4C)

Insert:

(4D) A reporting standard may require an RSE licensee to provide information in relation to any money, consideration or other benefit given to an entity (the receiving entity ) by the RSE licensee or a person connected with the RSE licensee (the paying entity ) out of the assets, or assets derived from assets, of a registrable superannuation entity of the RSE licensee, including information about the following:

(a) details of the receiving entity;

(b) details of how the money, consideration or benefit is given to the receiving entity;

(c) if the receiving entity is not the RSE licensee - the relationship between the receiving entity and the paying entity;

(d) the purpose for which the money, consideration or other benefit is given;

(e) the way in which the money, consideration or other benefit is used by the receiving entity, and any entity with which that entity deals, including the extent to which the receiving entity's profit is attributable to that money, consideration or other benefit.

(4E) If:

(a) a reporting standard requires an RSE licensee to provide information (the required information ) in relation to any money, consideration or other benefit given to a receiving entity by a paying entity out of the assets, or assets derived from assets, of a registrable superannuation entity of the RSE licensee; and

(b) the money, consideration or other benefit is given under a contract or other arrangement between the paying entity and the receiving entity;

the contract or arrangement is taken to include:

(c) a term requiring the paying entity, at the time the money, consideration or benefit is given or as soon as reasonably practicable after that time, to notify the receiving entity that the money, consideration or benefit is given out of assets, or assets derived from, a registrable superannuation entity; and

(d) a term requiring the receiving entity, if notified by the paying entity in accordance with paragraph (c), to, as soon as reasonably practicable after being notified, provide the paying entity with the required information of which the receiving party is aware.

(4F) A person is connected with an RSE licensee for the purposes of subsection (4D) if the person is:

(a) a related body corporate of the RSE licensee; or

(b) a custodian in relation to assets, or assets derived from assets, of the RSE licensee's registrable superannuation entities, and in relation to the RSE licensee or a related body corporate of the RSE licensee; or

(c) a person who, under a contract or other arrangement with the RSE licensee or a person mentioned in paragraphs (a) or (b):

(i) invests assets, or assets derived from assets, of the RSE licensee's registrable superannuation entities; or

(ii) provides a financial service (within the meaning of section 766A of the Corporations Act 2001) in relation to assets, or assets derived from assets, of the RSE licensee's registrable superannuation entities.

(4G) Subsections (4D) and (4E) do not apply in relation to any money, consideration or other benefit given to another entity by the RSE licensee if it is an investment of assets, or assets derived from assets, of the RSE licensee's registrable superannuation entities by the RSE licensee.

4   Application - reporting standards

(1) Subsection 13(4E) of the Financial Sector (Collection of Data) Act 2001, as inserted by this Schedule, applies in relation to a contract or arrangement whether entered into before, on or after this item commences.

(2) Despite subitem (1), that subsection does not apply in relation to a contract or arrangement that is entered into before this item commences, to the extent that the operation of a reporting standard mentioned in that subsection would result in an acquisition of property (within the meaning of paragraph 51(xxxi) of the Constitution) from a person otherwise than on just terms (within the meaning of that paragraph of the Constitution).

(3) If, because of subitem (2), an RSE licensee is unable to obtain particular information that a reporting standard (within the meaning of the Financial Sector (Collection of Data) Act 2001) requires an RSE licensee to provide in relation to any money, consideration or other benefit given to an entity by the RSE licensee, or a person connected with the RSE licensee, out of the assets, or assets derived from assets, of a registrable superannuation entity of the RSE licensee, then the RSE licensee is not required to comply with the reporting standard to the extent that it requires the RSE licensee to provide that particular information.

Schedule 9   Superannuation trustees not to incentivise employers

Superannuation Industry (Supervision) Act 1993

1   Subparagraph 6(1)(a)(ix)

Repeal the subparagraph, substitute:

(ix) Part 21 (except to the extent that it relates to section 68A);

2   After subparagraph 6(1)(c)(iii)

Insert:

and (iv) Part 21, to the extent that it relates to section 68A;

3   Section 68A (heading)

Repeal the heading, substitute:

68A Trustees must not use goods or services to influence employers

4   Subsection 68A(1)

Repeal the subsection, substitute:

(1) A trustee of a regulated superannuation fund, or an associate of a trustee of a regulated superannuation fund, must not:

(a) supply, or offer to supply, goods or services to a person, or a relative or associate of a person; or

(b) supply, or offer to supply, goods or services to a person, or a relative or associate of a person, at a particular price; or

(c) give or allow, or offer to give or allow, a discount, allowance, rebate or credit in relation to the supply, or the proposed supply, of goods or services to a person, or a relative or associate of a person;

if that action could reasonably be expected to:

(d) influence the choice of the fund into which the person pays superannuation contributions for employees of the person who have no chosen fund; or

(e) influence the person to encourage one or more of the person's employees to remain, or apply or agree to be, a member of the fund.

Note: Under the Superannuation Guarantee (Administration) Act 1992, employers will need to pay contributions for an employee who has no chosen fund into a fund chosen by the employer, in order to meet the choice of fund requirement and so avoid an increased individual superannuation guarantee shortfall for the employee. There are other limits on the fund that may be chosen by the employer (see Part 3A of that Act).

5   Subsection 68A(3)

Repeal the subsection, substitute:

(3) A trustee of a regulated superannuation fund, or an associate of a trustee of a regulated superannuation fund, must not refuse to:

(a) supply, or offer to supply, goods or services to a person, or a relative or associate of a person; or

(b) supply, or offer to supply, goods or services to a person, or a relative or associate of a person, at a particular price; or

(c) give or allow, or offer to give or allow, a discount, allowance, rebate or credit in relation to the supply, or the proposed supply, of goods or services to a person, or a relative or associate of a person;

if it is reasonable to conclude that the refusal is given because:

(d) the person has not chosen the fund as the fund into which the person pays superannuation contributions for employees of the person who have no chosen fund; or

(e) the person has not encouraged one or more of the person's employees to remain, or apply or agree to be, a member of the fund.

Note: Under the Superannuation Guarantee (Administration) Act 1992, employers will need to pay contributions for an employee who has no chosen fund into a fund chosen by the employer, in order to meet the choice of fund requirement and so avoid an increased individual superannuation guarantee shortfall for the employee. There are other limits on the fund that may be chosen by the employer (see Part 3A of that Act).

6   After subsection 68A(4)

Insert:

Civil penalty provisions

(4A) Subsections (1) and (3) are civil penalty provisions as defined in section 193, and Part 21 therefore provides for civil and criminal consequences of contravening, or being involved in a contravention of, those subsections.

7   After paragraph 193(c)

Insert:

(caa) subsection 68A(1);

(cab) subsection 68A(3);

8   Changes to ban on incentives for choosing a default fund

(1) The amendments made by item 4 of this Schedule, and items 6 and 7 of this Schedule to the extent that the amendments relate to subsection 68A(1) of the Superannuation Industry (Supervision) Act 1993, apply where a trustee of a regulated superannuation fund, or an associate of a trustee of a regulated superannuation fund:

(a) supplies, or offers to supply, goods or services to a person, or a relative or associate of a person; or

(b) supplies, or offers to supply, goods or services to a person, or a relative or associate of a person, at a particular price; or

(c) gives or allows, or offers to give or allow, a discount, allowance, rebate or credit in relation to the supply, or the proposed supply, of goods or services to a person, or a relative or associate of a person;

on or after the day on which this Schedule commences.

(2) The amendments made by item 5 of this Schedule, and items 6 and 7 of this Schedule to the extent that the amendments relate to subsection 68A(3) of the Superannuation Industry (Supervision) Act 1993, apply where a regulated superannuation fund, or an associate of a trustee of a regulated superannuation fund, refuses to:

(a) supply, or offer to supply, goods or services to a person, or a relative or associate of a person; or

(b) supply, or offer to supply, goods or services to a person, or a relative or associate of a person, at a particular price; or

(c) give or allow, or offer to give or allow, a discount, allowance, rebate or credit in relation to the supply, or the proposed supply, of goods or services to a person, or a relative or associate of a person;

on or after the day on which this Schedule commences.