Corporations Amendment Regulations 2011 (No. 2)
(128 of 2011)
Dated 30 June 2011
Corporations Act 2001
[1] Name of Regulations
These Regulations are the Corporations Amendment Regulations 2011 (No. 2).
[2] Commencement
These Regulations commence on 1 July 2011.
[3] Amendment of Corporations Regulations 2001
Schedule 1 amends the Corporations Regulations 2001.
Schedule 1 Amendment
[1] After Part 1.1
insert
Part 1.2 Interpretation
Division 1 General
1.2.01 Remuneration recommendations (Act s 9B)
For paragraph 9B (2) (f) of the Act, a recommendation, or advice or information, provided in relation to one or more members of the key management personnel for a company by an employee of a company within the same consolidated entity, is not a remuneration recommendation.
[2] After Part 2D.6
insert
Part 2D.7 Ban on hedging remuneration of key management personnel
2D.7.01 Hedging arrangements (Act s 206J (3))
(1) For subsection 206J (3) of the Act, an arrangement in the following table is to be treated as an arrangement that has the effect of limiting the exposure of a member mentioned in subsection 206J (1) of the Act to the risk mentioned in that subsection.
|
Item |
Arrangement |
|
1 |
A put option on incentive remuneration |
|
2 |
A short position on shares that forms part of incentive remuneration |
|
3 |
An income protection insurance contract in which the insurable risk event affects the financial value of remuneration or equity or an equity-related instrument for the key management personnel |
(2) For subsection 206J (3) of the Act, an arrangement in the following table is not to be treated as an arrangement that has the effect of limiting the exposure of a member mentioned in subsection 206J (1) of the Act to the risk mentioned in that subsection.
|
Item |
Arrangement |
|
1 |
An income protection insurance contract in which the insurable risk event is the death, incapacity or illness of any of the key management personnel |
|
2 |
A foreign currency risk arrangement |
(3) In this regulation, a short position is a position in relation to shares in a listed entity where the quantity of the shares that a person has is less than the quantity of the shares that the person has an obligation to deliver.
(4) In subregulation (3), the person has the shares if:
(a) the person is holding the shares on the person’s own behalf; or
(b) another person is holding the shares on the person’s behalf; or
(c) the person has entered into an agreement to buy the shares but has not received the shares; or
(d) the person has vested title in the shares in a borrower, or in an entity nominated by the borrower, under a securities lending arrangement.
(5) In subregulation (3), the shares that the person has an obligation to deliver are the shares that the person:
(a) has an obligation to deliver under a sale agreement where the shares have not been delivered; or
(b) has an obligation to vest title in a lender under a securities lending arrangement; or
(c) has any other non-contingent legal obligation to deliver.