Commonwealth Numbered Acts

CORPORATE LAW REFORM ACT 1992 No. 210 of 1992 - SECT 128

128. The Corporations Law is amended by inserting after section 779 the
following Part:

"PART 7.2A - THE SECURITIES CLEARING HOUSE Interpretation

"779A. In this Part, unless the contrary intention appears:
'disciplinary proceeding', in relation to the securities clearing house,
means:

   (a)  a proceeding under the SCH business rules that may result in the
        disciplining of an SCH participant; or

   (b)  an appeal under the SCH business rules from such a proceeding;
'disciplining', in relation to a person in the person's capacity as an SCH
participant, includes, but is not limited to, taking action that has the
effect of revoking or suspending the person's status as an SCH participant.
Approval of securities clearing house

"779B.(1) A body corporate may apply to the Commission in writing for approval
by the Minister as the securities clearing house.

"(2) Subject to section 102A, if a body so applies, the Minister may by
writing approve the body as the securities clearing house if, and only if, he
or she is satisfied that:

   (a)  the body's business rules:

        (i)    include satisfactory provisions about:

   (a)  the facilities that the body proposes to provide for the settlement of
        transactions involving quoted securities or quoted rights; and

   (b)  the facilities that the body proposes to provide for the registration
        of transfers (within the meaning of Division 3 of Part 7.13) of quoted
        securities or quoted rights; and

   (c)  any other facilities that the body proposes to provide (such as
        facilities in relation to dealings in quoted securities or quoted
        rights); and

        (ii)   include satisfactory provisions about the disciplining of
               persons (being persons who will be SCH participants if the
               approval is given) who contravene the business rules or this
               Chapter; and

        (iii)  are otherwise satisfactory; and

   (b)  the interests of the public will be served by granting the
        application.

"(3) An approval comes into force on the day specified in the instrument
giving the approval, being the day on which the approval is given or a later
day.

"(4) In exercising his or her powers under subsection (2), the Minister must
ensure that no more than one approval is in force at any particular time.

"(5) The Commission must cause a copy of an instrument under this section to
be published in the Gazette. Commission to be notified of amendments of
business rules

"779C.(1) As soon as practicable after the SCH business rules are amended
(whether by way of rescission, alteration or addition), the securities
clearing house must give written notice of the amendment to the Commission.

"(2) A notice must:

   (a)  set out the text of the amendment; and

   (b)  specify the day on which the amendment was made; and

   (c)  explain the purpose of the amendment.

"(3) If a notice is not given as required within 21 days after an amendment is
made, the amendment ceases to have effect.

"(4) The Commission must send a copy of a notice to the Minister as soon as
practicable after receiving it.

"(5) The Minister may, within 28 days after the Commission receives a notice,
disallow the whole or a specified part of the amendment to which the notice
relates.

"(6) If the Minister disallows the whole or a part of an amendment, the
Commission must, as soon as practicable, give notice of the disallowance to
the securities clearing house and, when the securities clearing house receives
the notice, the amendment ceases to have effect to the extent of the
disallowance. Securities clearing house to assist Commission

"779D. The securities clearing house must provide such assistance to the
Commission, or to a person acting on behalf of, or with the authority of, the
Commission, as the Commission reasonably requires for the performance of its
functions. Securities clearing house to notify Commission of disciplinary
action

"779E. If the securities clearing house decides to discipline an SCH
participant, it must, as soon as practicable, lodge written particulars of the
participant's name and of the reason for, and nature of, the disciplinary
action taken or to be taken. Issuers of quoted securities and quoted rights to
comply with SCH business rules

"779F. If:

   (a)  a provision of the SCH business rules purports to apply in relation to
        the issuing body, within the meaning of Division 3 of Part 7.13, in
        relation to quoted securities or quoted rights; and

   (b)  the issuing body is not otherwise bound to comply with the provision;
        the issuing body is, by force of this section, bound to comply with
        the provision. Power of Court to order compliance with provisions of
        SCH business rules

"779G.(1) If:

   (a)  a person is bound to comply with a provision of the SCH business
        rules; and

   (b)  the person contravenes the provision; then, subject to subsection (2),
        the Court may, on the application of the securities clearing house, of
        the Commission, or of a person aggrieved by the contravention, make an
        order giving directions to the first-mentioned person about complying
        with the provision.

"(2) The Court may not make an order giving directions to a person unless the
person has been given an opportunity of being heard. Qualified privilege in
respect of disciplinary proceedings

"779H.(1) The securities clearing house, or a member, officer or employee of
the securities clearing house, or an SCH participant, has qualified privilege
in respect of a statement made by a person, orally or in writing, in the
course of, or otherwise for the purposes of or in connection with, a
disciplinary proceeding of the securities clearing house.

"(2) A person has qualified privilege in respect of the publication of:

   (a)  a statement made by a person, orally or in writing, in the course of,
        or otherwise for the purposes of or in connection with; or

   (b)  a document prepared, given or produced by a person, in the course of,
        or otherwise for the purposes of or in connection with; a disciplinary
        proceeding of the securities clearing house. Provision of settlement
        facilities not a securities business etc.

"779J.(1) Nothing that the securities clearing house does in the course of, or
in connection with, providing facilities for the settlement of transactions
constitutes, for the purposes of this Law:

   (a)  a securities business; or

   (b)  an offer of securities for subscription or purchase; or

   (c)  an invitation to subscribe for or buy securities.

"(2) The securities clearing house does not, for the purposes of this Law,
have a relevant interest in a share or a security merely because of its
provision of facilities for the settlement of transactions.".