Commonwealth of Australia Explanatory Memoranda Commonwealth of Australia Explanatory Memoranda[Index] [Search] [Download] [Bill] [Help]
2019-2020-2021
THE PARLIAMENT OF THE COMMONWEALTH OF AUSTRALIA
HOUSE OF REPRESENTATIVES
CORPORATIONS AMENDMENT (MEETINGS AND DOCUMENTS) BILL 2021
SUPPLEMENTARY EXPLANATORY MEMORANDUM
Amendments to be moved on behalf of the Government
(Circulated by authority of the
Treasurer, the Hon Josh Frydenberg MP)
Table of contents
Glossary................................................................................................. 1
General outline and financial impact ...................................................... 3
Chapter 1 Meetings and Documents - Parliamentary
Amendments ............................................................... 5
Chapter 2 Statement of Compatibility with Human Rights ............ 9
Glossary
The following abbreviations and acronyms are used throughout this
explanatory memorandum.
Abbreviation Definition
Bill Corporations Amendment (Meetings and
Documents) Bill 2021
1
General outline and financial impact
Corporations Amendment (Meetings and Documents)
Bill 2021 - Parliamentary Amendments
The Parliamentary Amendments to the Bill provide that:
• paragraph 249R(c) and 252P(c) in the Bill (which permit wholly
virtual meetings) cease to have effect if a report on the review of
the operation of these provisions is not tabled in each House of
Parliament within 30 months of the commencement of Schedule 1
to the Bill;
• the review of those provisions must be conducted by an
independent panel with experience:
- in corporate governance and the role of company directors;
- representing the interests of shareholders; and
- advocating for corporate social responsibility; and
• the Government must also prepare a response to the report and table
it within 3 months of the report first being tabled in Parliament.
Date of effect: The later of the day after the Bill receives Royal Assent
and 1 April 2022.
Proposal announced: These amendments have not previously been
announced.
Financial impact: Nil
Human rights implications: Human rights implications: The
amendments do not affect the analysis of the human rights issues provided
for in the Explanatory Memorandum to the Bill. See Statement of
Compatibility with Human Rights -- Chapter 2, paragraphs 2.1 to 2.5.
Compliance cost impact: Nil
3
Chapter 1
Meetings and Documents - Parliamentary
Amendments
Outline of chapter
1.1 The amendments that facilitate wholly virtual meetings cease to
have effect if a report on the review of the operation of those provisions is
not tabled in parliament within 30 months of the commencement of
Schedule 1 to the Bill.
1.2 The amendments also ensure that the panel undertaking the
review is independent and has the necessary experience to take into
account the interests of companies, registered schemes and their members.
1.3 The Government must also prepare and table a response to the
report within 3 months of the report first being tabled in either House of
Parliament.
Comparison of key features of new law and current law
New law Current law
The amendments to facilitate wholly No equivalent
virtual meetings in paragraphs
249R(c) and 252P(c) of the
Corporations Act 2001 cease to have
effect if a report is not tabled in
parliament before the end of a 30
month period beginning on the day
that Schedule 1 to the Bill
commences.
The Minister must cause a review of The Minister must cause a review to
those provisions to be conducted by be conducted no later than 2 years
an independent panel with at least after Schedule 1 to the Bill
one member with experience in: commences.
• corporate governance and the
role of company directors;
• experience advocating for
corporate social responsibility;
and
• experience representing the
interests of shareholders.
5
Corporations Amendment (Meetings and Documents) Bill 2021
The Government must prepare and No equivalent.
table a response to the report within
3 months of the report being first
tabled in Parliament.
Detailed explanation of new law
1.4 The amendments provide that sections 249R(c) and 252P(c) of
the Corporations Act 2001, which allow for meetings to be held
using only virtual meeting technology, cease to have effect if a
report (or reports) on the operation of those provisions is not
tabled in parliament before the end of a period of 30 months
beginning on the day that Schedule 1 to the Bill commences.
This is six months after the review must be completed under
section 1687J of the Bill. [Amendments 1 and 4, note to section
1687J(2) and section 1687K]
1.5 If the provisions cease to have effect, any meetings held prior to
the end of that period will be valid, but wholly virtual meetings
cannot continue to be held. [Amendments 1 and 4, note to section
1687J(2) and section 1687K]
1.6 If the report makes recommendations, the Government must
prepare a response to these recommendations and table it in each
House of Parliament no later than the first sitting of that house
after a period of 3 months beginning on the day that the report is
first tabled in either House of Parliament. [Amendment 3, section
1687J(6)]
1.7 The amendments also require the review of the operation of
sections 249R(c) and 252P(c) to be conducted by an independent
panel, with at least one member with experience in relation to
corporate governance and the role of company directors,
experience advocating for corporate social responsibility and
experience representing the interests of shareholders. This aims
to ensure that the review takes into account the views of
companies, registered schemes, and their members. [Amendment 2,
section 1687J(2A)]
Consequential amendments
1.8 There are no consequential amendments.
6
Meetings and Documents - Parliamentary Amendments
Application and transitional provisions
1.9 Schedule 2 to the Bill as amended will commence on the later
of:
• the day after the Bill receives Royal Assent; and
• 1 April 2022.
7
Chapter 2
Statement of Compatibility with Human
Rights
Prepared in accordance with Part 3 of the Human Rights
(Parliamentary Scrutiny) Act 2011
Corporations Amendment (Meetings and Documents) Bill 2021
2.1 These amendments are compatible with the human rights and
freedoms recognised or declared in the international instruments listed in
section 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.
Overview
2.2 The amendments to Schedule 2 to the Bill provide that the
provisions that facilitate wholly virtual meetings cease to have effect if a
report on the review on those provisions is not tabled in Parliament within
30 months of the commencement of Schedule 1 to the Bill.
2.3 The amendments also ensure that the panel undertaking the
review is independent and has the necessary experience to take into
account the interests of companies, registered schemes and their members.
2.4 Finally, the amendments require the Government to prepare and
table a response to the review in a timely fashion.
Human rights implications
2.5 These amendments do not engage any of the applicable rights or
freedoms.
Conclusion
2.6 These amendments are compatible with human rights as it does
not raise any human rights issues.
9
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