Corporations Amendment Regulations 2004 (No. 7)

(208 of 2004)

Dated 8 July 2004

Corporations Act 2001.

1   Name of Regulations

These Regulations are the Corporations Amendment Regulations 2004 (No. 7).

2   Commencement

These Regulations commence on the date of their notification in the Gazette.

3   Amendment of Corporations Regulations 2001

Schedule 1 amends the Corporations Regulations 2001.

Schedule 1   Amendments

[1]   After Chapter 2C

insert

Chapter 2G Meetings

Part 2G.2 Meetings of members of companies

Division 6 Proxies and body corporate representatives

2G.2.01 Authentication of appointment of proxy (Act s 250A)

(1) For subsection 250A (1) of the Act, an electronic authentication of an appointment of a proxy must include:

(a) a method of identifying the member; and

(b) an indication of the member's approval of the information communicated.

(2) If a member appoints a proxy by e-mail or Internet-based voting:

(a) the member must be identified by personal details (for example, the member's name, address and date of birth); and

(b) the member's approval of the information communicated must be communicated by a form of security protection (for example, the entering of a confidential identification number such as a shareholder registration number or holder identification number).

[2]   Chapter 2M, before Part 2M.4

insert

Part 2M.3 Financial reporting

Division 1 Annual financial reports and directors' reports

2M.3.03 Prescribed details (Act s 300A)

(1) For paragraph 300A (1) (c) of the Act, the following details about a person's remuneration are prescribed:

(a) the person's name;

(b) each position held by the person in the financial year;

(c) if the person has held a position mentioned in paragraph (b) for less than the whole financial year, the date when the person began holding the position and the date (if any) when the person ceased to hold the position;

(d) the details mentioned in paragraph 7.1 of the accounting standard for the financial year.

(2) For paragraph 300A (1) (c) of the Act, the following details relevant to a person's remuneration are prescribed:

(a) the person's name;

(b) the details mentioned in the following paragraphs of the accounting standard for the financial year:

(i) paragraph 7.5 (d) (iv);

(ii) if there has been an alteration mentioned in paragraph 7.6 - paragraph 7.6;

(c) for each bonus or grant mentioned in paragraph 7.5 of the accounting standard:

(i) the percentage of the bonus or grant for the financial year that was paid to the person, or that vested in the person, in the financial year; and

(ii) the percentage of the bonus or grant for the financial year that was forfeited by the person (because the person did not meet the service and performance criteria for the bonus or grant) in the financial year; and

(iii) the financial years, after the financial year to which the report relates, for which the bonus or grant will be payable if the person meets the service and performance criteria for the bonus or grant; and

(iv) estimates of the maximum and minimum possible total value of the bonus or grant for financial years after the financial year to which the report relates, measured in accordance with section 6 of the accounting standard;

(d) details of payments made to the person (if any) before the person took office as part of the consideration for the person agreeing to hold office, including the monetary value of the payment and the date of the payment.

(3) The information mentioned in subregulation (1), and the information mentioned in subregulation (2), must be included in separate, clearly identified, sections of the remuneration report.

(4) In this regulation:

accounting standard means Accounting Standard AASB 1046, Director and Executive Disclosures by Disclosing Entities, as in force at the commencement of this regulation.

[3]   Part 9.2, before regulation 9.2.01

insert

Division 2 Registration

[4]   Regulations 9.2.01, 9.2.02, 9.2.03 and 9.2.04

substitute

9.2.01 Practical experience in auditing (Act s 1280 (2))

For subparagraph 1280 (2) (b) (ii) of the Act, each of the following is prescribed practical experience in auditing:

(a) during the 5 years immediately before the date of the application, at least 3,000 hours work in auditing under the direction of a registered company auditor, including:

(i) appraising the operations of companies and forming opinions on the matters specified in sections 307, 308 and 309 of the Act; and

(ii) at least 750 hours spent supervising audits of companies;

(b) practical experience that, in the opinion of ASIC, is equivalent to the practical experience mentioned in paragraph (a);

(c) work of the kind and duration mentioned in paragraph (a) that was done under previous laws corresponding to sections 307, 308 and 309 of the Act.

9.2.02 Prescribed universities and institutions (Act ss 1280 (2A) and 1282 (2))

For paragraph 1280 (2A) (a) and subparagraph 1282 (2) (a) (ii) of the Act:

(a) the universities mentioned in Part 1 of the table are prescribed; and

(b) the institution mentioned in Part 2 of the table is prescribed.

9.2.03 Prescribed courses (Act s 1280 (2A))

For paragraph 1280 (2A) (c) of the Act, the courses prescribed are:

(a) the following courses conducted by The Institute of Chartered Accountants in Australia:

(i) Financial Reporting and Assurance in the CA Program;

(ii) Accounting 2 in the Professional Year Program;

(iii) Audit and EDP Module in the Professional Year Program;

(iv) an audit module in the Professional Year Program conducted before 1986 that is equivalent to a course mentioned in subparagraph (i), (ii) or (iii); and

(b) the Assurance Services and Auditing in the CPA Program course conducted by CPA Australia; and

(c) the following courses conducted by, or on behalf of, the National Institute of Accountants:

(i) Issues in Auditing and Professional Practice in the Graduate Certificate in Professional Accounting, offered by the University of New England in conjunction with the National Institute of Accountants;

(ii) Issues in Auditing and Professional Practice in the Degree of Master of Commerce (Professional Accounting), offered by the University of New England in conjunction with the National Institute of Accountants.

9.2.04 Prescribed bodies (Act s 1282 (2))

For subparagraph 1282 (2) (a) (i) of the Act, the bodies mentioned in the table are prescribed.

[5]   After regulation 9.2.07

insert

Division 2A Conditions on registration

9.2.08 Kinds of conditions (Act s 1289A)

For subsection 1289A (1) of the Act, the following kinds of conditions are specified:

(a) conditions relating to the minimum amount and nature of continuing or other professional education that must be undertaken by a registered company auditor;

(b) conditions relating to the periodic or other review of the audit and audit-related work of a registered company auditor as part of a quality assurance or review program;

(c) conditions relating to having a current policy of professional indemnity insurance for claims against a registered company auditor in relation to audits conducted under the Act;

(d) conditions relating to establishing and maintaining a system for resolving complaints made against a registered company auditor by audit clients in relation to audits conducted under the Act.

[6]   After Part 9.2

insert

Part 9.2A Authorised audit companies

Division 1 Registration

9.2A.01 Application for registration as authorised audit company (Act s 1299A)

For subsection 1299A (2) of the Act, the information is:

(a) the following information about the applicant:

(i) the applicant's name;

(ii) the applicant's ABN or ACN;

(iii) the address of the applicant's registered office;

(iv) the address of the principal place at which the applicant proposes to practise as an auditor;

(v) the address of each other place (if any) at which the applicant proposes to practise as an auditor; and

(b) the following information about each director of the applicant:

(i) the director's name and address;

(ii) the director's registration number as a registered company auditor; and

(c) the following statements:

(i) a statement to the effect that none of the directors of the applicant have been disqualified from managing a company under Part 2D.6 of the Act;

(ii) a statement to the effect that each share in the applicant is held and beneficially owned by an individual or by the legal personal representative of an individual;

(iii) a statement of whether the applicant's constitution allows a share in the applicant to be held and beneficially owned by a person other than an individual or the legal personal representative of an individual;

(iv) a statement to the effect that a majority of the votes that may be cast at a general meeting of the applicant attach to shares in the applicant that are held and beneficially owned by individuals who are registered company auditors;

(v) a statement to the effect that the applicant is not an externally-administered body corporate; and

(d) the name and address of each person who performs a chief executive officer function (within the meaning of section 295A of the Act) in relation to the applicant; and

(e) the following details about the applicant's professional indemnity insurance policy for claims that may be made against the applicant in relation to the audit of companies and registered schemes under the Act:

(i) the insurer's name;

(ii) the policy number;

(iii) the terms and conditions of the policy.

9.2A.03 Annual statements by authorised audit company (Act s 1299G)

(1) For subsection 1299G (1A) of the Act, the information is:

(a) whether the information about the company on the Register of Authorised Audit Companies under section 1299E of the Act is correct; and

(b) a statement of whether the company has, at all times in the relevant period, met the requirements of paragraphs 1299B (a), (b), (c) and (e) of the Act; and

(c) if the company has not, at all times in the relevant period, met the requirements of paragraphs 1299B (a), (b), (c) and (e) of the Act - details about the way in which the company did not meet the requirements; and

(d) the following details about the company's professional indemnity insurance policy for claims that may be made against the applicant in relation to the audit of companies and registered schemes under the Act:

(i) the insurer's name;

(ii) the policy number;

(iii) the terms and conditions of the policy; and

(e) information about criminal proceedings (if any) that have been taken against the company in the relevant period; and

(f) for each director of the company and each employee of the company who is a registered company auditor, details of criminal or disciplinary proceedings (if any) that have been taken against the director or employee in the relevant period (including exclusion from practice as an auditor or liquidator or suspension of registration as an auditor or liquidator); and

(g) a statement of whether the company has resigned or been removed from office as an auditor during the relevant period; and

(h) if the company has resigned or been removed from office as an auditor during the relevant period, the following details about each resignation or removal:

(i) the name and ACN of the corporation, registered scheme, disclosing entity or financial services licensee being audited;

(ii) the date of the company's resignation or removal from office;

(iii) the reason for the company's resignation or removal from office; and

(i) a statement of whether a director or employee of the company has resigned or been removed from office as a liquidator during the relevant period; and

(j) if a director or employee of the company has resigned, or has been removed from office as a liquidator, during the relevant period, the following details about each resignation or removal:

(i) the name and ACN of the corporation, registered scheme, disclosing entity or financial services licensee being liquidated;

(ii) the date of the resignation or removal from office;

(iii) the reason for the resignation or removal from office; and

(k) a list of the 10 audits, including the approximate dollar value of the fees, for which the company has received the highest audit engagement fees in the relevant period.

(2) In this regulation:

relevant period means the period of 12 months to which the statement relates under subsection 1299G (1) of the Act.

[7]   After Part 10.2

insert

Part 10.5 Transitional provisions relating to the Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004

10.5.01 Adoption of auditing standards made by accounting profession before commencement (Act ss 1455 (1) and (3))

(1) For subsections 1455 (1) and (3) of the Act:

(a) a standard (as in force from time to time) mentioned in the table has effect, for the purposes of the Act, as if it had been made by the AUASB under section 336 of the Act on 1 July 2004; and

(b) a standard mentioned in Part 1 of the table has effect as if it specified that it applies to a financial reporting period ending on or after 1 July 2004; and

(c) a standard mentioned in Part 2 of the table has effect as if it specified that it applies to a financial reporting period beginning on or after 15 December 2004.

(2) In this regulation:

financial reporting period , for a company, registered scheme or disclosing entity, means a financial year or a half-year for which the company, registered scheme or disclosing entity must prepare a financial report.

Note Under section 292 of the Act, a disclosing entity, public company, large proprietary company or registered scheme must prepare a financial report for each financial year. Under section 302 of the Act, a disclosing entity must prepare a financial report for each half-year. Section 323D of the Act deals with financial years and half-years.

[8]   Schedule 1, items 147 and 153

omit

[9]   Schedule 2, forms 903A and 907

omit