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This is a Bill, not an Act. For current law, see the Acts databases.
2013-2014
The Parliament of the
Commonwealth of Australia
THE SENATE
Presented and read a first time
Corporations Amendment (Publish What
You Pay) Bill 2014
No. , 2014
(Senator Milne)
A Bill for an Act to require reporting of certain
payments to governments in relation to resource
extraction activities, and for related purposes
No. , 2014
Corporations Amendment (Publish What You Pay) Bill 2014
i
Contents
1
Short title ........................................................................................... 1
2
Commencement ................................................................................. 1
3
Schedule(s) ........................................................................................ 2
Schedule 1--Amendments
3
Corporations Act 2001
3
No. , 2014
Corporations Amendment (Publish What You Pay) Bill 2014
1
A Bill for an Act to require reporting of certain
1
payments to governments in relation to resource
2
extraction activities, and for related purposes
3
The Parliament of Australia enacts:
4
1 Short title
5
This Act may be cited as the Corporations Amendment (Publish
6
What You Pay) Act 2014.
7
2 Commencement
8
(1) Each provision of this Act specified in column 1 of the table
9
commences, or is taken to have commenced, in accordance with
10
column 2 of the table. Any other statement in column 2 has effect
11
according to its terms.
12
13
2
Corporations Amendment (Publish What You Pay) Bill 2014
No. , 2014
Commencement information
Column 1
Column 2
Column 3
Provision(s)
Commencement
Date/Details
1. Sections 1 to 3
and anything in
this Act not
elsewhere covered
by this table
The day this Act receives the Royal Assent.
2. Schedule 1
The day after the end of the period of 12
months beginning on the day this Act
receives the Royal Assent.
Note:
This table relates only to the provisions of this Act as originally
1
enacted. It will not be amended to deal with any later amendments of
2
this Act.
3
(2) Any information in column 3 of the table is not part of this Act.
4
Information may be inserted in this column, or information in it
5
may be edited, in any published version of this Act.
6
3 Schedule(s)
7
Each Act that is specified in a Schedule to this Act is amended or
8
repealed as set out in the applicable items in the Schedule
9
concerned, and any other item in a Schedule to this Act has effect
10
according to its terms.
11
Amendments Schedule 1
No. , 2014
Corporations Amendment (Publish What You Pay) Bill 2014
3
Schedule 1
--Amendments
1
2
Corporations Act 2001
3
1 Section 9
4
Insert:
5
government entity means any of the following:
6
(a) the Commonwealth;
7
(b) the government of a State or Territory;
8
(c) the government of a foreign country;
9
(d) the government of part of a foreign country;
10
(e) an authority of a government referred to in any of
11
paragraphs (a) to (d);
12
(f) a company owned by a government referred to in any of
13
paragraphs (a) to (d).
14
primary forest means a forest of native species where there is no
15
clearly visible indication of human activities and ecological
16
processes are not significantly disturbed.
17
publish what you pay report has the meaning given by
18
section 323F.
19
reportable payment has the meaning given by section 323G.
20
reporting company has the meaning given by section 323F.
21
resource extraction activity means:
22
(a) any of the following activities in relation to minerals, oil,
23
natural gas or similar materials:
24
(i) exploration;
25
(ii) prospecting;
26
(iii) discovery;
27
(iv) development;
28
(v) extraction; or
29
(b) logging of primary forests.
30
resource extraction project means one or more resource extraction
31
activities governed by a single contract, licence, lease, concession
32
Schedule 1 Amendments
4
Corporations Amendment (Publish What You Pay) Bill 2014
No. , 2014
or similar arrangement in relation to which payments (including
1
payments in kind) are made to a government entity.
2
2 At the end of Part 2M.3
3
Add:
4
Division 9--Publish what you pay
5
323E Application of Division
6
This Division applies to a public company or a large proprietary
7
company in relation to:
8
(a) resource extraction activities and resource extraction projects
9
anywhere in the world; and
10
(b) payments (including payments in kind) made anywhere in the
11
world; and
12
(c) subsidiaries of the company, whether or not they are
13
incorporated in Australia.
14
323F Reporting by companies involved in resource extraction
15
projects
16
(1) If a public company or a large proprietary company (the reporting
17
company) that is required to prepare a financial report for a
18
financial year under section 292:
19
(a) engages in one or more resource extraction activities; or
20
(b) is a holding company of a body corporate that engages in one
21
or more resource extraction activities;
22
during the financial year, then the reporting company must include
23
a report under section 323G (a publish what you pay report) for
24
the financial year in the financial statements referred to in
25
paragraph 295(1)(a).
26
Note:
A publish what you pay report that is included in financial statements
27
is subject to requirements that apply to the financial statements or the
28
financial report in general, such as those in subsections 295(3) to (5)
29
(notes and directors' declaration), section 296 (compliance with
30
accounting standards and regulations) and section 301 (audit of annual
31
financial report).
32
Amendments Schedule 1
No. , 2014
Corporations Amendment (Publish What You Pay) Bill 2014
5
(2) If the reporting company does not lodge the financial report with
1
ASIC under section 319, the reporting company must lodge the
2
publish what you pay report with ASIC:
3
(a) if the reporting company is required to lodge the financial
4
report with another body in accordance with an exemption or
5
modification under Part 2M.6--on the same day as it lodges
6
the financial report; or
7
(b) otherwise--as soon as practicable after the publish what you
8
pay report is prepared.
9
323G Contents of publish what you pay report
10
(1) The publish what you pay report must set out each reportable
11
payment made during the financial year by:
12
(a) the reporting company; or
13
(b) a subsidiary of the reporting company.
14
(2) A reportable payment is a payment (including a payment in kind)
15
to a government entity in relation to a resource extraction activity,
16
in respect of any of the following:
17
(a) production entitlements;
18
(b) taxes levied on the income, production or profits of a
19
company (not including taxes levied on the personal income
20
of individuals or on consumption or sales);
21
(c) royalties;
22
(d) dividends;
23
(e) signature, discovery or production bonuses;
24
(f) licence fees, rental fees, entry fees or other consideration for
25
licences or concessions;
26
(g) infrastructure improvements;
27
(h) social payments;
28
(i) security services.
29
(3) However, a payment is not a reportable payment if the total value
30
of:
31
(a) the payment; and
32
(b) any other payments that, together with the payment, make up
33
a series of related payments;
34
is less than $100,000.
35
Schedule 1 Amendments
6
Corporations Amendment (Publish What You Pay) Bill 2014
No. , 2014
Disaggregated reporting
1
(4) The publish what you pay report must, for each resource extraction
2
project engaged in by the reporting company or a subsidiary of the
3
reporting company, set out:
4
(a) for each kind of reportable payment referred to in a
5
paragraph of subsection (2)--the total amount of that kind of
6
reportable payment made in relation to the project; and
7
(b) the total amount of all reportable payments made in relation
8
to the project.
9
(5) The publish what you pay report must, for each government entity
10
to which the reporting company or a subsidiary of the reporting
11
company makes a reportable payment, set out:
12
(a) for each kind of reportable payment referred to in a
13
paragraph of subsection (2)--the total amount of that kind of
14
reportable payment made to the government entity; and
15
(b) the total amount of all reportable payments made to the
16
government entity.
17
(6) The publish what you pay report must not artificially aggregate
18
payments in a way that conceals the details of a particular payment.
19
323H Reporting on payments made by joint ventures and other
20
arrangements
21
(1) This section applies in relation to a public company or a large
22
proprietary company (the participating company) that:
23
(a) participates in a joint venture, or similar arrangement, that
24
engages in one or more resource extraction activities; or
25
(b) is a holding company of a body corporate (the participating
26
company's subsidiary) that participates in a joint venture, or
27
similar arrangement, that engages in one or more resource
28
extraction activities.
29
(2) The regulations may prescribe circumstances in which the
30
participating company or the participating company's subsidiary is
31
taken, for the purposes of this Division:
32
(a) to engage in the resource extraction activities; or
33
(b) to engage in a resource extraction project that relates to the
34
resource extraction activities; or
35
Amendments Schedule 1
No. , 2014
Corporations Amendment (Publish What You Pay) Bill 2014
7
(c) to have made a payment that was made by the joint venture
1
or arrangement in relation to the resource extraction
2
activities.
3
Note 1:
This may result in the participating company being required to make a
4
publish what you pay report setting out reportable payments made by
5
the joint venture or arrangement.
6
Note 2:
The regulations may require the value of a reportable payment to be
7
worked out in a particular manner (see section 323J). For example, the
8
regulations may require the value of a reportable payment to be
9
apportioned to participants in a joint venture according to the value of
10
each participant's interest in the joint venture.
11
323J Form of publish what you pay report
12
(1) The regulations may prescribe the manner in which:
13
(a) a reportable payment is to be reported; and
14
(b) the value of a reportable payment is to be worked out.
15
(2) If a publish what you pay report sets out a reportable payment that
16
was made in kind, or in a currency other than Australian dollars,
17
the report must state how the value of the payment was worked
18
out.
19
323K Publication of report
20
(1) ASIC must publish a publish what you pay report on its website, in
21
an open and machine-readable format, as soon as reasonably
22
practicable after receiving the report, and in any case not longer
23
than 28 days after receiving it.
24
(2) ASIC must not charge a fee for providing access to a report
25
published in accordance with subsection (1).
26
3 At the end of section 342
27
Add:
28
Publish what you pay provisions
29
(4) Subject to subsection (5), ASIC must not make an order under
30
section 340 or 341 in respect of a requirement of Division 9 of
31
Part 2M.3.
32
Schedule 1 Amendments
8
Corporations Amendment (Publish What You Pay) Bill 2014
No. , 2014
(5) Subsection (4) does not prevent ASIC making an order for the
1
purpose of relieving a holding company from a requirement in
2
respect of a subsidiary if:
3
(a) any of the following apply:
4
(i) severe long-term restrictions substantially hinder the
5
holding company in the exercise of its rights over the
6
assets or management of the subsidiary;
7
(ii) the information necessary to comply with the
8
requirement cannot be obtained without
9
disproportionate expense or undue delay;
10
(iii) the subsidiary is a subsidiary of the holding company
11
only because the holding company holds shares in the
12
subsidiary for the sole purpose of selling them; and
13
(b) because of a matter referred to in paragraph (a), the holding
14
company does not include any other financial information
15
relating to the subsidiary in consolidated financial statements.
16
4 Application of amendments
17
The amendments made by this Act apply in relation to reportable
18
payments made in the financial year during which this item commences
19
and each later financial year.
20