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1987 No. 206 COMPANIES REGULATIONS (AMENDMENT) - REG 10
Schedule 7
10. Schedule 7 to the Companies Regulations is amended:
(a) by omitting from paragraph 1 (2) (b) "sub-clause 12 (1)" and
substituting "clause 12";
(b) by omitting from subclause 6 (1) "TOTAL SHAREHOLDERS' EQUITY" and
substituting "TOTAL SHAREHOLDERS' EQUITY.";
(c) by inserting in paragraph 8 (1) (d) "material" after "each";
(d) by omitting from paragraph 14 (1) (e) "non-liability" and substituting
"no liability";
(e) by omitting from paragraph 16 (4) (b) "receivable" and substituting
"paid or payable";
(f) by omitting from paragraph 17 (2) (a) "to" (first occurring) and
substituting "by";
(g) by omitting from subclause 17 (2) "from or payable by-" and substituting
"from or payable to:";
(h) by omitting from paragraph 17 (6) (a) "to" (first occurring) and
substituting "by";
(i) by omitting from subclause 17 (6) "from or payable by-" and substituting
"from or payable to:";
(j) by omitting subclauses 22 (3) and (4) and substituting the following
subclauses:
"(3) The group accounts in respect of a financial period shall include a note
specifying in respect of all corporations in the group, so far as practicable,
the aggregate, or an estimate of the aggregate, of any contingent liabilities
of those corporations as at the end of that period where that aggregate is
material to those corporations.
"(4) A note specifying in accordance with subclause (3) the aggregate of the
contingent liabilities of the corporations in a group of companies (in
this subclause referred to as "the subject corporations") shall indicate how
much of that aggregate arises in respect of each of the following categories:
(a) the subject corporations;
(b) related corporations (if any) of the subject corporations not being
corporations in that group;
(c) the corporations (if any), other than corporations referred to in
paragraph (a) or (b), the management or operating policies of which
can be significantly influenced by any of the subject corporations, or
by a related corporation of any of the subject corporations;
(d) the business undertakings (if any) the management or operating
policies of which can be significantly influenced by any of the
subject corporations, or by a related corporation of any of the
subject corporations, or in which a right or interest of any of the
subject corporations, or of a related corporation of any of the
subject corporations, is material; and
(e) other persons;
and give, in respect of each of those categories, particulars of those
liabilities.";
(k) by omitting from subclause 23 (1) "to which this Part applies or a
corporation in a group of companies that is-" and substituting ", or a
corporation in a group of companies, that is:";
(l) by omitting clause 24 and substituting the following clause:
Remuneration of directors
"24. (1) In this clause, 'income', in relation to a director of a company,
means all his or her remuneration:
(a) in connection with the management of the affairs of the company, or
any related corporation, whether as a director or otherwise;
(b) by way of brokerage or commission in consideration of:
(i) subscribing or agreeing to subscribe, whether absolutely or
conditionally, for shares in or debentures of, the company or
any related corporation; or
(ii) procuring, or agreeing to procure, subscriptions, whether
absolute or conditional, for shares in, or debentures of, the
company or any related corporation; and
(c) by way of bonuses, commissions or salaries;
but does not include any amount to which clause 25 applies.
"(2) Subject to subclause (3), the accounts in respect of a financial period
of a company shall include in a note:
(a) the aggregate of the income received, or due and receivable, in
respect of that financial period, by all directors of the company,
directly or indirectly, from the company or from any related
corporation; and
(b) in respect of the band of income below $10,000 income and in respect
of each successive $10,000 band, the number of directors of the
company whose total income received, or due and receivable, in respect
of that financial period, directly or indirectly, from the company or
from any related corporation, falls within that band.
"(3) Where a person:
(a) is a director of a company that is at the end of a financial period a
wholly-owned subsidiary of a holding company incorporated in
Australia;
(b) is an executive officer of that holding company;
(c) is not a director of that holding company; and
(d) is required to be a director of the first-mentioned company in order
to discharge, in whole or in part, his or her duties as an executive
officer of that holding company;
that person shall be treated for the purposes of subclause (2) as if he or she
were not a director of the first-mentioned company.
"(4) Subject to subclause (5), the group accounts relating to a group of
companies in respect of a financial period shall include in a note the
aggregate of the income received, or due and receivable, in respect of that
financial period, by all directors of each corporation in that group, directly
or indirectly, from the respective corporations of which they are directors or
from any related corporation.
"(5) Where a person:
(a) is a director of a corporation that is at the end of a financial
period a wholly-owned subsidiary of a company incorporated in
Australia that is a holding company of a group of companies;
(b) is an executive officer of that holding company;
(c) is not a director of that holding company; and
(d) is required to be a director of that corporation in order to discharge
in whole or in part, his or her duties as an executive officer of that
holding company;
that person shall be treated for the purposes of subclause (4) as if he or she
were not a director of that corporation.".
(m) by omitting subclauses 26 (1), (2) and (3) and substituting the
following subclauses:
Remuneration of auditors
"26. (1) The accounts in respect of a financial period shall include in a
note:
(a) the aggregate of the remuneration received, or due and receivable, in
respect of that financial period, by the auditor of the company,
directly or indirectly, from the company, or any related corporation,
in connection with auditing the accounts of the company; and
(b) the aggregate of the remuneration received, or due and receivable, in
respect of that financial period, by the auditor of the company,
directly or indirectly, from the company, or any related corporation,
in connection with any other services provided by that auditor to the
company.
"(2) The group accounts in respect of a financial period shall include in a
note:
(a) the aggregate of the remuneration received, or due and receivable, in
respect of that financial period, by the auditor or auditors of any
corporation in that group of companies, directly or indirectly, from
any corporation in that group of companies, or any related
corporation, in connection with auditing the accounts and group
accounts of the holding company and the accounts of each of its
subsidiaries; and
(b) the aggregate of the remuneration received, or due and receivable, in
respect of that financial period, by the auditor or auditors of any
corporation in that group of companies, directly or indirectly, from
any corporation in that group of companies, or any related
corporation, in connection with any other services provided by that
auditor or those auditors to any corporation in that group of
companies.
"(3) Where a portion of the remuneration referred to in paragraph (2) (a) or
(b) has not been received, or is not due and receivable, by the auditor of the
holding company of the group of companies referred to in subclause (2), the
note referred to in that subclause shall indicate separately the amount of
that portion.";
(n) by omitting clause 28 and substituting the following clause:
Remuneration of executive officers
"28. (1) In this clause, 'income' means remuneration but does not include any
amount to which clause 25 applies;
"(2) The accounts of a listed corporation in respect of a financial period
shall include in a note:
(a) in respect of the $10,000 band of income that commences at $85,000 and
each successive $10,000 band, the number of executive officers of the
corporation whose total income received, or due and receivable, in
respect of that financial period, directly or indirectly, from that
corporation, or any related corporation, in connection with the
management of the affairs of that corporation, or any related
corporation, whether as executive officer or otherwise, falls within
that band; and
(b) the aggregate of the income referred to in paragraph (a) of all
executive officers referred to in that paragraph.
"(3) The group accounts of the group of companies of which a listed
corporation is the holding company in respect of a financial period shall
include in a note:
(a) in respect of the $10,000 band of income that commences at $85,000 and
each successive $10,000 band, the number of executive officers of that
group whose total income received, or due and receivable, in respect
of that financial period, directly or indirectly, from the
corporations in that group, or any related corporation, in connection
with the management of the affairs of the corporations in that group,
or any related corporation, whether as executive officers or otherwise
falls within that band; and
(b) the aggregate of the income referred to in paragraph (a) of all
executive officers referred to in that paragraph."; and
(o) by omitting from subclause 33 (2) "or a subsidiary of that company".
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