CORPORATIONS (ABORIGINAL AND TORRES STRAIT ISLANDER) AMENDMENT (STRENGTHENING GOVERNANCE AND TRANSPARENCY) BILL 2018

2016-2017-2018

The Parliament of the

Commonwealth of Australia

THE SENATE

Presented and read a first time

Corporations (Aboriginal and Torres

Strait Islander) Amendment

(Strengthening Governance and

Transparency) Bill 2018

No. , 2018

(Indigenous Affairs)

A Bill for an Act to amend the law in relation to

Aboriginal and Torres Strait Islander corporations,

and for related purposes

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Contents

Short title ........................................................................................... 1

Commencement ................................................................................. 1

Schedules ........................................................................................... 2

Schedule 1--Amendments

Part 1--Classification of Aboriginal and Torres Strait Islander

corporations

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 2--Constitutions

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 3--Review of financial reports

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 4--Subsidiaries and other entities

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 5--Meeting and reporting obligations

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 6--Members and membership

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 7--Key management personnel

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 8--Related party transactions

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 9--Special administration

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 10--Voluntary deregistration

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 11--Investigation and enforcement

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

Part 12--Publication of notices

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 13--Independent directors

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 14--Qualified privilege for auditors

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 15--Resolutions to be the same in all material respects

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 16--Unanimous requests for special administration

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 17--Insolvency

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 18--Conflicting duties under State or Territory legislation

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Part 19--Minor technical amendments

Corporations (Aboriginal and Torres Strait Islander) Act 2006

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

A Bill for an Act to amend the law in relation to

Aboriginal and Torres Strait Islander corporations,

and for related purposes

The Parliament of Australia enacts:

1 Short title

This Act is the Corporations (Aboriginal and Torres Strait

Islander) Amendment (Strengthening Governance and

Transparency) Act 2018.

2 Commencement

(1) Each provision of this Act specified in column 1 of the table

commences, or is taken to have commenced, in accordance with

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

column 2 of the table. Any other statement in column 2 has effect

according to its terms.

Commencement information

Column 1

Column 2

Column 3

Provisions

Commencement

Date/Details

1. The whole of

this Act

1 July 2019.

1 July 2019

Note:

This table relates only to the provisions of this Act as originally

enacted. It will not be amended to deal with any later amendments of

this Act.

(2) Any information in column 3 of the table is not part of this Act.

Information may be inserted in this column, or information in it

may be edited, in any published version of this Act.

3 Schedules

Legislation that is specified in a Schedule to this Act is amended or

repealed as set out in the applicable items in the Schedule

concerned, and any other item in a Schedule to this Act has effect

according to its terms.

Amendments Schedule 1

Classification of Aboriginal and Torres Strait Islander corporations Part 1

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Schedule 1--Amendments

Part 1--Classification of Aboriginal and Torres Strait

Islander corporations

Corporations (Aboriginal and Torres Strait Islander) Act

2006

1 Section 37-10

Repeal the section, substitute:

37-10 Small, medium and large corporations

(1) An Aboriginal and Torres Strait Islander corporation is a small

corporation for a financial year if the consolidated revenue for the

financial year of the corporation and the entities it controls (if any)

is less than the amount prescribed by the regulations for the

purposes of this subsection.

Note:

A small corporation generally has reduced reporting requirements (see

Chapter 7).

(2) An Aboriginal and Torres Strait Islander corporation is a medium

corporation for a financial year if:

(a) it is not a small corporation for the financial year; and

(b) the consolidated revenue for the financial year of the

corporation and the entities it controls (if any) is less than the

amount prescribed by the regulations for the purposes of this

paragraph.

(3) An Aboriginal and Torres Strait Islander corporation is a large

corporation for a financial year if it is neither a small corporation

nor a medium corporation for the financial year.

2 Sections 37-20 and 37-25

Repeal the sections, substitute:

Schedule 1 Amendments

Part 1 Classification of Aboriginal and Torres Strait Islander corporations

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

37-25 Accounting standards

In working out revenue for the purposes of section 37-10, apply the

accounting standards in force at the relevant time (even if the

standards do not otherwise apply to the financial year of some or

all of the bodies concerned).

3 Section 700-1

Insert:

large corporation has the meaning given by subsection 37-10(3).

medium corporation has the meaning given by

subsection 37-10(2).

small corporation has the meaning given by subsection 37-10(1).

4 Application

--registered size of corporations

(1)

If the Registrar decides, after this Part commences, to grant an

application for registration of an Aboriginal and Torres Strait Islander

corporation that was made before this Part commences, the Registrar

must register the corporation under section 37-1 of the Corporations

(Aboriginal and Torres Strait Islander) Act 2006 as a small, medium or

large corporation within the meaning of that Act as amended by this

Part.

(2)

In deciding, at any time in the financial year beginning on 1 July 2019,

whether to alter the registration of an Aboriginal and Torres Strait

Islander corporation under section 37-5 of the Corporations (Aboriginal

and Torres Strait Islander) Act 2006, the Registrar must have regard to

whether, for the financial year beginning on 1 July 2018, the

corporation was in fact a small, medium or large corporation within the

meaning of that Act as amended by this Part.

Amendments Schedule 1

Constitutions Part 2

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Part 2--Constitutions

Corporations (Aboriginal and Torres Strait Islander) Act

2006

5 Section 21-5 (note)

Omit "the internal governance rules requirement (see section 29-20)",

substitute "subsection 29-20(2)".

6 Subsections 22-5(1) and 23-5(1) (note)

Omit "the internal governance rules requirement (see section 29-20)",

substitute "subsection 29-20(2)".

7 After paragraph 26-1(2)(c)

Insert:

(ca) the Registrar is satisfied that the constitution lodged under

subsection 29-20(2) is fit for the purposes of the corporation;

and

8 Subsection 29-15(1)

Omit "(1)".

9 Paragraph 29-15(1)(c)

Repeal the paragraph.

10 Subsection 29-15(2)

Repeal the subsection.

11 Subsection 29-17(1)

Omit "(1)".

12 Subparagraph 29-17(1)(a)(iii)

Repeal the subparagraph.

13 Subsection 29-17(2)

Repeal the subsection.

Schedule 1 Amendments

Part 2 Constitutions

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

14 Subsection 29-19(1)

Omit "(1)".

15 Paragraph 29-19(1)(c)

Repeal the paragraph.

16 Subsection 29-19(2)

Repeal the subsection.

17 Subsection 29-20(1)

Repeal the subsection, substitute:

(1) An Aboriginal and Torres Strait Islander corporation meets the

internal governance rules requirement if:

(a) the corporation's constitution is a model constitution for the

class of corporation to which the corporation belongs; or

(b) the corporation's constitution complies with the requirements

set out in section 66-1.

18 After section 29-20

Insert:

29-21 Model constitutions

(1) The Registrar may, by written instrument, make model

constitutions.

(2) The Registrar may make different model constitutions for different

classes of Aboriginal and Torres Strait Islander corporations.

(3) Before making a model constitution publicly available, the

Registrar must be satisfied that the model constitution complies

with the requirements set out in section 66-1.

(4) However, despite subsection 66-1(3), a model constitution for a

class of corporation is not required to include provisions that

modify or replace a particular replaceable rule if the Registrar is

satisfied that the constitution for a corporation of that class does

not need to cover the matters provided for in that replaceable rule.

Amendments Schedule 1

Constitutions Part 2

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

(5) A model constitution made under this section is not a legislative

instrument.

19 At the end of section 32-5

Add:

(3) If:

(a) the Registrar did not grant the application for reasons

including that the Registrar was not satisfied, under

paragraph 26-1(2)(ca), that the constitution was fit for the

purposes of the corporation; and

(b) the applicant advises the Registrar under

subparagraph (1)(d)(ii) that the constitution, as lodged under

subsection 29-20(2) for the purposes of the application, is fit

for the purposes of the corporation despite the Registrar's

view; and

then the constitution is, on reconsideration of the application, taken

to be fit for the purposes of the corporation.

(4) For the purposes of paragraph (3)(c):

(a) if the application being reconsidered was made under

section 21-1--the applicant must lodge copies of the written

consent, of at least 75% of the persons who consented to

become members of the corporation, to the applicant giving

the advice to the Registrar; and

(b) if the application being reconsidered was made under

section 22-1--the applicant must lodge:

(i) a copy of a special resolution of the existing body

corporate consenting to the applicant giving the advice

to the Registrar; and

(ii) a copy of those parts of the minutes of the meeting at

which the special resolution was passed that relate to the

passing of the special resolution; and

section 23-1--the applicant must lodge:

(i) a copy of special resolutions of each amalgamating

corporation within the meaning of that section

Schedule 1 Amendments

Part 2 Constitutions

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

consenting to the applicant giving the advice to the

Registrar; and

(ii) a copy of those parts of the minutes of the meetings at

which the special resolutions were passed that relate to

the passing of the special resolutions.

20 Section 57-1

Repeal the section, substitute:

57-1 What this Part is about

There are 3 kinds of rules dealing with the internal governance of

an Aboriginal and Torres Strait Islander corporation:

(a)

common law rules; and

(b)

rules in this Act that, on their own, have effect in

relation to the corporation--these are the rules other

than replaceable rules; and

(c)

rules in the corporation's constitution--these include

rules that modify or replace the replaceable rules and

any other rules dealing with internal governance.

As well as explaining what replaceable rules are, this Part deals

with the rules in the corporation's constitution described in

paragraph (c) and refers to them as the internal governance rules.

If the corporation's constitution is not a model constitution, the

internal governance rules must comply with section 66-1.

This Part also deals with the procedure for changing a

corporation's constitution and other matters in relation to

constitutions.

21 Division 60 (heading)

Omit "and when do they apply to a corporation".

22 Sections 60-1 and 60-5

Repeal the sections, substitute:

Amendments Schedule 1

Constitutions Part 2

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

60-1 Replaceable rules and their effect

(1) A section or subsection whose heading contains the words

"replaceable rule--see section 60-1" is a replaceable rule.

Note:

A corporation's constitution must modify or replace the replaceable

rules (see subsection 66-1(3)).

(2) A replaceable rule does not, on its own, have any effect, and a

failure to comply with a replaceable rule is not a contravention of

this Act (so the provisions about criminal liability, civil liability

and injunctions do not apply).

(3) However, at any time while the constitution of an Aboriginal and

Torres Strait Islander corporation:

(a) is not a model constitution for the class of corporation to

which the corporation belongs; and

(b) does not modify or replace a replaceable rule (other than a

conditional replaceable rule if the condition does not apply to

the corporation);

that replaceable rule is taken to be included in the corporation's

constitution.

23 Section 60-10 (heading)

Omit "and replaceable rules".

24 Subsection 60-10(1)

Omit ", and any replaceable rules that apply to the corporation, have",

substitute "(including any replaceable rule taken to be included in the

constitution under subsection 60-1(3)) has".

25 Subsection 60-10(2)

Omit "and rules".

26 Section 60-15

Repeal the section.

27 Paragraphs 63-1(a) and (b)

Repeal the paragraphs, substitute:

Schedule 1 Amendments

Part 2 Constitutions

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

(a) the rules in the corporation's constitution that modify or

replace the replaceable rules;

(b) any replaceable rule taken to be included in the constitution

under subsection 60-1(3);

28 Division 66 (heading)

Repeal the heading, substitute:

Division 66--Meeting the internal governance rules

requirement

29 Subsection 66-1(1)

Repeal the subsection, substitute:

(1) For the purposes of paragraph 29-20(1)(b) (internal governance

rules requirement), the requirements that a corporation's

constitution must comply with are set out in the following

subsections.

30 Subsection 66-1(3)

Repeal the subsection, substitute:

(3) The corporation's constitution must include provisions that modify

or replace each of the replaceable rules (other than a conditional

replaceable rule, if the condition does not apply to the corporation).

Note 1:

See section 66-5 for modify and replace.

Note 2:

See section 66-10 for conditional replaceable rules.

(3AA) The corporation's constitution must cover any other matters that

this Act specifies must be covered in the corporation's constitution.

31 Subsection 66-1(4)

Repeal the subsection.

32 Subsection 66-1(6) (note 2)

Omit "the corporation's internal governance rules, after the change,

would not comply with the internal governance rules requirements, the

Registrar may", substitute ", with the change, the corporation would not

meet the internal governance rules requirement, the Registrar must".

Amendments Schedule 1

Constitutions Part 2

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

33 Section 66-5

Repeal the section, substitute:

66-5 Modifying or replacing replaceable rules

(1) A provision of an Aboriginal and Torres Strait Islander

corporation's constitution modifies a replaceable rule if the

provision covers the matters provided for in the replaceable rule

differently from the replaceable rule.

(2) A provision of an Aboriginal and Torres Strait Islander

corporation's constitution replaces a replaceable rule if the

provision reproduces the replaceable rule or otherwise covers the

matters provided for in the replaceable rule in the same way as the

replaceable rule.

(3) The regulations may modify this section.

(4) Without limiting subsection (3), the regulations may provide for

further situations in which the internal governance rules of an

Aboriginal and Torres Strait Islander corporation modify or replace

a replaceable rule.

66-10 Conditional replaceable rules

The table sets out the conditional replaceable rules and the

condition for each such rule.

Conditional replaceable rules

Item

Conditional replaceable rule

Condition

subsection 158-5(2)

the corporation's constitution provides for

the corporation to have observers

subsection 201-25(2)

the corporation's constitution provides for

joint members

subsection 246-25(1A)

the corporation's constitution provides for

directors to appoint either or both of the

following kinds of persons as a director:

(a) an individual who is not a member of

the corporation;

(b) an individual who is not an Aboriginal

Schedule 1 Amendments

Part 2 Constitutions

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

Conditional replaceable rules

Item

Conditional replaceable rule

Condition

and Torres Strait Islander person

66-15 Constitutions may provide for other matters

To avoid doubt, nothing in this Part prevents the constitution of an

Aboriginal and Torres Strait Islander corporation from providing

for a matter in addition to the matters provided for in the

replaceable rules.

34 Subsection 69-30(2)

Repeal the subsection, substitute:

Corporation must meet internal governance rules requirement and

be fit for purpose with the constitutional change

(2) The Registrar must not register the change unless the Registrar is

satisfied that, with the constitutional change:

(a) the corporation would meet the internal governance rules

requirement; and

(b) the constitution would be fit for the purposes of the

corporation.

(2A) If:

(a) the Registrar previously refused to register the change for

reasons including that the Registrar was not satisfied, under

paragraph (2)(b), that the constitution with the change would

be fit for the purposes of the corporation; and

(b) the applicant lodges the change again under section 69-20,

together with:

(i) a copy of a special resolution passed by the corporation

to the effect that the constitution is fit for the purposes

of the corporation despite the Registrar's view; and

(ii) a copy of those parts of the minutes of the meeting at

which the special resolution was passed that relate to the

passing of the special resolution;

then the constitution with the change is, for the purposes of

paragraph (2)(b), taken to be fit for the purposes of the corporation.

Amendments Schedule 1

Constitutions Part 2

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

35 Subsection 69-35(2)

Omit "rules requirements", substitute "rules requirement".

36 Subsection 69-35(2) (note)

Repeal the note, substitute:

Note:

A corporation meets the internal governance rules requirement if its

constitution is a model constitution or complies with the requirements

in section 66-1 (see subsection 29-20(1)).

37 Subsection 69-35(4)

Omit "requirements", substitute "requirement".

38 At the end of section 69-40

Add:

Note:

A change made under section 246-26 (3 year terms of appointment for

directors of small corporations) takes effect in accordance with

subsection 246-26(2).

39 Paragraph 72-5(7)(b)

Omit "that apply to the corporation", substitute "taken to be included in

the constitution under subsection 60-1(3)".

40 Subsection 104-5(1) (heading)

Omit "and replaceable rules".

41 Subsection 104-5(1)

Omit "and any provisions of this Act that apply to the corporation as

replaceable rules, have", substitute "(including any replaceable rule

taken to be included in the constitution under subsection 60-1(3)) has".

42 Subsection 150-15(1) (note)

Repeal the note, substitute:

Note:

As a replaceable rule, section 150-20 has no effect on its own but

generally must be modified or replaced by an Aboriginal and Torres

Strait Islander corporation's constitution (see subsection 66-1(3)).

Schedule 1 Amendments

Part 2 Constitutions

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

43 Section 193-1

Omit "may be modified or replaced by the corporation's constitution.

Others cannot be", substitute "are replaceable rules, which generally

must be modified or replaced by the corporation's constitution".

44 Section 198-1

Omit "may be modified or replaced by the corporation's constitution.

Others cannot be", substitute "are replaceable rules, which generally

must be modified or replaced by the corporation's constitution".

45 Section 209-1

Omit "may be modified or replaced by an Aboriginal and Torres Strait

Islander corporation's constitution. Others cannot be", substitute "are

replaceable rules, which generally must be modified or replaced by a

corporation's constitution".

46 Section 220-1

Omit "may be modified or replaced by the corporation's constitution",

substitute "are replaceable rules".

47 Section 617-1 (table item 8, column headed

"Decision")

Omit "requirements", substitute "requirement".

48 Section 700-1

Insert:

conditional replaceable rule has the meaning given by

section 66-10.

49 Section 700-1 (definition of cover the matters provided for

in the replaceable rules)

Repeal the definition.

50 Section 700-1

Insert:

internal governance rules requirement has the meaning given by

subsection 29-20(1).

Amendments Schedule 1

Constitutions Part 2

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

51 Section 700-1 (definition of internal governance rules

requirements)

Repeal the definition.

52 Section 700-1

Insert:

model constitution means a constitution made by the Registrar

under section 29-21.

modify, in relation to a replaceable rule, has the meaning given by

section 66-5.

replace, in relation to a replaceable rule, has the meaning given by

section 66-5.

53 Application

--constitutions

(1)

If, immediately before this Part commences, a corporation was a

registered Aboriginal and Torres Strait Islander corporation, the

amendments of the Corporations (Aboriginal and Torres Strait

Islander) Act 2006 (the Act) made by this Part do not apply in relation

to the corporation until the second anniversary of the day this Part

commences.

(2)

Despite subitem (1), the amendment of section 69-30 of the Act made

by this Part applies in relation to a constitutional change lodged after

this Part commences.

(3)

However, the reference in paragraph 69-30(2)(a) to the internal

governance rules requirement is taken to be a reference to the

requirements set out in section 66-1 as in force immediately before this

Part commences, if:

(a) the corporation that lodges the constitutional change was a

registered Aboriginal and Torres Strait Islander corporation

immediately before this Part commences; and

(b) the change is lodged before the second anniversary of the day

this Part commences.

Schedule 1 Amendments

Part 3 Review of financial reports

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

Part 3--Review of financial reports

Corporations (Aboriginal and Torres Strait Islander) Act

2006

54 Paragraphs 201-170(1)(a) and (d)

After "the audit", insert "or review".

55 Subsection 327-1(3)

After "audited", insert "or reviewed".

56 Paragraph 327-1(3)(a)

After "audit", insert "or review".

57 Subsection 333-15(2) (heading)

Repeal the heading, substitute:

Audit or review of financial report

58 Subsection 333-15(2)

Omit "regulations made for the purposes of subsection (1) of this

section", substitute "the regulations".

59 Paragraph 333-15(2)(a)

After "audited", insert "or reviewed".

60 After paragraph 333-15(2)(a)

Insert:

(aa) prescribe circumstances in which a financial report, or a part

of it, may be reviewed instead of audited;

61 Paragraphs 333-15(2)(c) and (d)

After "the audit", insert "or review".

62 Subsection 333-15(2) (note)

After "audit", insert "or review".

Amendments Schedule 1

Review of financial reports Part 3

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

63 Section 333-20 (heading)

After "if audit", insert "or review".

64 Paragraph 333-20(b)

After "audited", insert "or reviewed".

65 Paragraph 336-1(7)(a)

After "audited", insert "or reviewed".

66 Paragraphs 336-1(7)(c) and (d)

After "the audit", insert "or review".

67 Paragraph 336-5(7)(a)

After "audited", insert "or reviewed".

68 Paragraphs 336-5(7)(c) and (d)

After "the audit", insert "or review".

69 Division 339 (heading)

After "Audit", add "or review".

70 Section 339-1

After "financial report for a financial year audited", insert "or

reviewed".

71 Section 339-1

After "the conduct of the audit", insert "or review".

72 Section 339-1

After "are auditing", insert "or reviewing".

73 Paragraph 339-5(1)(a)

After "an audit", insert "or review".

74 Paragraph 339-5(1)(b)

After "to be audited", insert "or reviewed".

Schedule 1 Amendments

Part 3 Review of financial reports

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

75 Subsection 339-5(2)

After "to be audited", insert "or reviewed".

76 Section 339-15 (heading)

After "audit", insert "or review".

77 Section 339-15

After "audit" (wherever occurring), insert "or review".

78 Subsection 339-20(1)

After "conducts an audit", insert "or review".

79 Subsection 339-20(1)

After "for the audit", insert "or review".

80 Subsection 339-20(1)

After "of the audit", insert "or review".

81 Subsection 339-20(2)

After "conducts an audit", insert "or review".

82 Subsection 339-20(2)

After "for the audit", insert "or review".

83 Subsection 339-20(2)

After "of the audit", insert "or review".

84 Section 339-25

After "conducts an audit", insert "or review".

85 Paragraphs 339-25(a) and (b)

After "the audit", insert "or review".

86 Subparagraph 339-25(b)(iii)

After "audits", insert "or reviews".

Amendments Schedule 1

Review of financial reports Part 3

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

87 Paragraph 339-25(c)

After "the audit" (wherever occurring), insert "or review".

88 At the end of Subdivision 339-A of Division 339

Add:

339-27 Exception from registration requirements--reviewing

financial reports

(1) This section applies if an Aboriginal and Torres Strait Islander

corporation has a financial report reviewed:

(a) in circumstances prescribed by regulations made for the

purposes of paragraph 333-15(2)(aa); or

(b) as required by a determination made by the Registrar under

section 336-1 or 336-5.

(2) An individual is taken to be a registered company auditor for the

purposes of the review if the individual:

(a) is a member of a professional accounting body; and

(b) has a designation, in respect of that membership, prescribed

by the regulations for the purposes of this paragraph.

(3) The provisions of this Act apply, with the necessary modifications,

in relation to the individual accordingly.

89 Subdivision 339-B of Division 339 (at the end of the

heading)

Add "or review".

90 Section 339-30 (at the end of the heading)

Add "in relation to audit".

91 Section 339-30

Omit "The auditor of a financial report", substitute "In the case of an

audit of a financial report, the auditor".

92 After section 339-30

Insert:

Schedule 1 Amendments

Part 3 Review of financial reports

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

339-33 Auditor to form conclusion in relation to review

In the case of a review of a financial report, the auditor must form

a conclusion about:

(a) whether, on the basis of the review, anything has come to the

auditor's attention that causes the auditor to believe that the

financial report does not satisfy the requirements of any of

the following:

(i) this Act;

(ii) any applicable regulations made for the purposes of

section 333-10 or 333-15;

(iii) any applicable determinations made by the Registrar

under section 336-1 or 336-5; and

(b) whether the auditor has been given all information,

explanation and assistance necessary for the conduct of the

review; and

to enable the financial report to be prepared and reviewed;

and

(d) whether the corporation has kept other records and registers

as required by this Act; and

(e) any other matter specified in the regulations.

93 Section 339-35

After "the audit" (wherever occurring), insert "or review".

94 Section 339-40 (at the end of the heading)

Add "for audit".

95 Before subsection 339-40(1)

Insert:

(1A) This section applies in relation to a financial report that is required

to be audited, unless section 339-43 applies in relation to the

report.

96 Subsection 339-40(1)

Omit "a financial", substitute "the financial".

Amendments Schedule 1

Review of financial reports Part 3

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

97 After section 339-40

Insert:

339-43 Auditor's report for review

(1) This section applies in relation to a financial report that is

reviewed:

(a) in circumstances prescribed by regulations made for the

purposes of paragraph 333-15(2)(aa); or

(b) as required by a determination made by the Registrar under

section 336-1 or 336-5.

(2) The auditor of the financial report must prepare a report for the

corporation's members on whether the auditor has concluded that,

on the basis of the review, anything has come to the auditor's

attention that causes the auditor to believe that the financial report

does not satisfy the requirements of any of the following:

(a) this Act;

(b) any applicable regulations made for the purposes of

sections 333-10 and 333-15;

section 336-1 or 336-5.

If the auditor has concluded that anything has come to the auditor's

attention that causes the auditor to so believe, the auditor's report

must say why.

Penalty: 50 penalty units.

(3) If:

(a) the financial report is required to comply with the accounting

standards; and

(b) the auditor believes that the financial report does not comply

with an accounting standard;

the auditor's report must, to the extent it is practicable to do so,

quantify the effect that non-compliance has on the financial report.

If it is not practicable to quantify the effect fully, the report must

say why.

Penalty: 50 penalty units.

Schedule 1 Amendments

Part 3 Review of financial reports

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

(4) The auditor's report must describe:

(a) any defect or irregularity in the financial report; and

(b) any deficiency, failure or shortcoming in respect of the

matters referred to in paragraph 339-33(b), (c) or (d).

Penalty: 50 penalty units.

(5) If the review of the financial report is required to be conducted in

accordance with some or all of the auditing standards, the auditor's

report must include any statements or disclosures required by those

auditing standards.

Penalty: 50 penalty units.

(6) The auditor's report must contain any other information required

by the regulations.

(7) The report must specify the date on which it is made.

Penalty: 50 penalty units.

(8) An offence against subsection (2), (4), (5) or (7) is an offence of

strict liability.

98 Section 339-45

Omit "The auditor's report", substitute "An auditor's report under

section 339-40 or 339-43".

99 Paragraphs 339-50(1)(a) and (b)

After "the audit", insert "or review".

100 Subparagraphs 339-50(2)(a)(i) and (ii) and (b)(i) and (ii)

After "the audit", insert "or review".

101 Subsection 339-50(4)

After "for the audit", insert "or review".

102 Subparagraphs 339-50(4)(a)(i) and (ii) and (b)(i) and (ii)

After "the audit", insert "or review".

Amendments Schedule 1

Review of financial reports Part 3

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

103 Paragraph 339-50(6)(a)

Omit "audit", substitute "auditor's".

104 Subsection 339-55(1)

Omit "the audit", substitute "an audit or review".

105 Subparagraphs 339-55(2)(b)(i) and (4)(b)(i)

Omit "audit report prepared in relation to the audit", substitute

"auditor's report prepared in relation to the audit or review".

106 Subparagraphs 339-55(9)(a)(ii) and (c)(i)

After "the audit", insert "or review".

107 At the end of section 339-55

Add:

Audit working papers includes working papers for review

(11) A reference in this section to audit working papers includes, in

relation to a review, working papers for the review.

108 Paragraphs 339-60(1)(a) and (2)(a) and (b), 339-65(1)(a)

and (2)(a) and 339-70(1)(a), (2)(a) and (3)(a)

After "audit", insert "or review".

109 Subsections 339-75(1) and (2) and 339-80(1), (2) and (3)

After "the audit" (wherever occurring), insert "or review".

110 At the end of paragraph 339-85(b)

Add "or review".

111 Subparagraphs 339-90(1)(a)(ii) and (iii)

After "audit" (wherever occurring), insert "or review".

112 Paragraph 339-90(2)(a)

After "for the audit", insert "or review".

Schedule 1 Amendments

Part 3 Review of financial reports

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

113 Subparagraphs 339-90(2)(a)(ii) and (iii)

After "audit" (wherever occurring), insert "or review".

114 Paragraph 339-90(3)(a)

After "audit", insert "or review".

115 Subparagraphs 339-90(3)(b)(ii) and (iii)

After "audit" (wherever occurring), insert "or review".

116 Subsection 339-90(6)

Repeal the subsection, substitute:

Person involved in conduct of an audit or review

(6) A person is involved in the conduct of the audit or review if the

person is any of the following:

(a) the auditor;

(b) the lead auditor for the audit or review;

(d) a professional member of the audit team for the audit or

review;

(e) any other person involved in the conduct of the audit or

review.

117 Subsection 342-5(2)

After "audited", insert "or reviewed".

118 Paragraphs 342-5(3A)(c) and (3C)(b)

After "audited", insert "or reviewed".

119 Subsection 345-5(1)

After "audits", insert "or reviews".

120 Paragraph 345-5(1)(b)

After "audit", insert "or review".

Amendments Schedule 1

Review of financial reports Part 3

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

121 At the end of subsection 345-5(2)

Add "or reviewed".

122 Section 345-15

Omit "or audit", substitute ", audit or review".

123 Section 345-15

Omit "or audited", substitute ", audited or reviewed".

124 Subparagraphs 466-1(1)(b)(ii) and 472-1(1)(c)(i) and (d)(i)

After "conducting an audit", insert "or review".

125 Section 700-1 (paragraph (r) of the definition of affairs)

After "the audit", insert "or review".

126 Section 700-1

Insert:

auditor of an Aboriginal and Torres Strait Islander corporation

includes an auditor that conducts a review of a report of the

corporation.

127 Section 700-1

Insert:

involved in the conduct of the audit or review has the meaning

given by subsection 339-90(6).

128 Section 700-1 (definition of person involved in the

conduct of an audit)

Repeal the definition.

Schedule 1 Amendments

Part 4 Subsidiaries and other entities

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

Part 4--Subsidiaries and other entities

Corporations (Aboriginal and Torres Strait Islander) Act

2006

129 After paragraph 21-1(1)(c)

Insert:

(ca) if the applicant intends that paragraph 77-5(1)(b) or (c) will

apply to the corporation--an indication of whether the

corporation is intended to be a wholly-owned subsidiary or

another kind of eligible body corporate;

130 After paragraph 22-1(2)(g)

Insert:

(ga) if the applicant intends that paragraph 77-5(1)(b) or (c) will

apply to the corporation--an indication of whether the

corporation is intended to be a wholly-owned subsidiary or

another kind of eligible body corporate;

131 After paragraph 23-1(2)(d)

Insert:

(da) if the applicant intends that paragraph 77-5(1)(b) or (c) will

apply to the amalgamated corporation--an indication of

whether the corporation is intended to be a wholly-owned

subsidiary or another kind of eligible body corporate;

132 Subsection 77-5(1)

Repeal the subsection, substitute:

Minimum number of members

(1) An Aboriginal and Torres Strait Islander corporation must have at

least the following number of members:

(a) unless paragraph (b) or (c) applies to the corporation:

(i) 5 members; or

(ii) the lesser number of members determined under

subsection (2), (3) or (4);

Amendments Schedule 1

Subsidiaries and other entities Part 4

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

(b) if the corporation is a wholly-owned subsidiary of an

Aboriginal and Torres Strait Islander corporation--one

member;

wholly-owned subsidiary--2 members.

133 After paragraph 77-5(2)(a)

Insert:

(aa) neither paragraph (1)(b) nor (c) will apply to the corporation;

and

134 After paragraph 77-5(3)(b)

Insert:

; and (ba) neither paragraph (1)(b) nor (c) applies to the corporation;

135 After paragraph 77-5(4)(b)

Insert:

; and (ba) neither paragraph (1)(b) nor (c) applies to the corporation;

136 At the end of section 201-115

Add:

Note 3:

Different rules apply for an Aboriginal and Torres Strait Islander

corporation that has 2 members, only one of which is an Aboriginal

and Torres Strait Islander person (see section 201-117).

137 After section 201-115

Insert:

201-117 How many votes a member has--2-member eligible bodies

corporate

(1) At a general meeting of an Aboriginal and Torres Strait Islander

corporation that has 2 members, only one of which is an Aboriginal

and Torres Strait Islander person, the member that is an Aboriginal

and Torres Strait Islander person must have a casting vote.

(2) A provision of the corporation's constitution has no effect to the

extent that it is inconsistent with subsection (1).

Schedule 1 Amendments

Part 4 Subsidiaries and other entities

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

138 After subsection 246-5(1)

Insert:

(1A) The requirement in subsection (1) is met, in relation to an

Aboriginal and Torres Strait Islander corporation that has 2

directors, if:

(a) both directors are Aboriginal and Torres Strait Islander

persons; or

(b) if only one of the directors is an Aboriginal and Torres Strait

Islander person--that director has a casting vote.

139 Subsection 246-5(3)

Repeal the subsection, substitute:

(3) Either:

(a) a majority of the directors of the corporation must be

members of the corporation; or

(b) the corporation must be an eligible body corporate.

140 Section 700-1

Insert:

eligible body corporate means:

(a) a wholly-owned subsidiary of an Aboriginal and Torres Strait

Islander corporation; or

(b) a corporation whose only members are bodies corporate.

Note:

To be registered as an Aboriginal and Torres Strait Islander

corporation, an eligible body corporate must meet the Indigeneity

requirement in section 29-5 by having the required number or

percentage of members who are Aboriginal and Torres Strait Islander

persons.

141 Application

--section 201-117

If, immediately before this Part commences, a corporation:

(a) was a registered Aboriginal and Torres Strait Islander

corporation; and

(b) had 2 members, only one of which is an Aboriginal and

Torres Strait Islander person;

Amendments Schedule 1

Subsidiaries and other entities Part 4

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

section 201-117 of the Corporations (Aboriginal and Torres Strait

Islander) Act 2006, as inserted by this Part, does not apply in relation to

the corporation for so long as the corporation continues to have only 2

members, only one of which is an Aboriginal and Torres Strait Islander

person.

Schedule 1 Amendments

Part 5 Meeting and reporting obligations

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

Part 5--Meeting and reporting obligations

Corporations (Aboriginal and Torres Strait Islander) Act

2006

142 At the end of subsection 37-5(5)

Add ", and if the alteration means that a special resolution under

subsection 201-175(1) (resolution by small corporation not to hold

upcoming AGMs) ceases to have effect, the notice must indicate this".

143 Section 57-5 (after table item 50)

Insert:

50A

Automatic extension of time for holding AGM

section 201-153

144 Section 57-5 (at the end of the cell at table item 51,

column headed

"Subject of provision")

Add "on application to the Registrar".

145 Section 57-5 (after table item 54)

Insert:

54A

Resolution by small corporation not to hold

upcoming AGMs

section 201-175

146 Subsection 69-5(1)

After "change its constitution", insert "(other than under

section 246-26)".

147 After subsection 69-5(1)

Insert:

(1A) An Aboriginal and Torres Strait Islander corporation that is

registered as a small corporation may change its constitution in

accordance with section 246-26 (3 year terms of appointment for

directors of small corporations).

Amendments Schedule 1

Meeting and reporting obligations Part 5

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Note:

The constitutional change takes effect immediately (see

subsection 246-26(2)).

148 Subsection 69-20(3) (note)

Repeal the note, substitute:

Note:

A secretary of an Aboriginal and Torres Strait Islander corporation

may be liable for a civil penalty for a contravention of subsection (1)

or (2). See sections 265-40 and 386-10.

149 Subsection 69-20(5) (note)

Repeal the note.

150 At the end of section 69-20

Add:

(6) This section does not apply in relation to a constitutional change

under section 246-26 (3 year terms of appointment for directors of

small corporations).

151 Section 198-1

After "An Aboriginal and Torres Strait Islander corporation is", insert

"generally".

152 At the end of section 201-150

Add:

(5) Subsection (1) does not apply in relation to an AGM if:

(a) the 5 month period mentioned in that subsection is extended

under subsection 201-153(1) for the AGM (see

subsection 201-153(2) instead); or

(b) the corporation has been granted an extension for the AGM

under subsection 201-155(2) (see subsection 201-155(3)

instead); or

subsection, the AGM is covered by a special resolution in

effect under section 201-175; or

(d) the AGM is required to be held within a different period

specified in a direction given by the Registrar under

section 201-190.

Schedule 1 Amendments

Part 5 Meeting and reporting obligations

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

Note:

A defendant bears an evidential burden in relation to the matters in

this subsection (see subsection 13.3(3) of the Criminal Code).

153 After section 201-150

Insert:

201-153 Automatic extension of time for holding AGM

(1) If an Aboriginal and Torres Strait Islander corporation makes a

statement to the Registrar under section 348-10 (grounds for

automatic extension) in relation to its AGM and reports for a

financial year, the 5 month period specified in

subsection 201-150(1) for the AGM is extended by 30 days.

Note:

The statement also extends the time for lodgment of reports (see

sections 330-15 and 348-3).

(2) The corporation must hold the AGM within the extended period.

Penalty: 10 penalty units.

(3) An offence against subsection (2) is an offence of strict liability.

(4) The period for holding the AGM is extended only once in relation

to the corporation's AGM and reports for a financial year

(regardless of how many statements are made under section 348-10

and how many grounds for making statements apply in relation to

the financial year).

154 Section 201-155 (at the end of the heading)

Add "on application to Registrar".

155 Subsection 201-155(1)

After "section 201-150", insert "or 201-153".

156 At the end of Division 201

Add:

Amendments Schedule 1

Meeting and reporting obligations Part 5

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Subdivision 201-H--Resolution by small corporation not to

hold upcoming AGMs

201-175 Resolution by small corporation not to hold upcoming

AGMs

(1) An Aboriginal and Torres Strait Islander corporation that is

registered as a small corporation may, at an AGM, pass a special

resolution not to hold the next AGM, or the next 2 AGMs.

(2) The corporation may only pass the special resolution if, at the

AGM at which the special resolution is proposed, each of the

directors (other than any director appointed under section 246-17

or a provision of the corporation's constitution that modifies or

replaces that section) is appointed for a term of:

(a) if the special resolution is not to hold the next 2 AGMs--3

years; or

(b) otherwise--at least 2 years.

Note:

See also section 246-26.

(3) The special resolution cannot be passed by circulating resolution

(despite subsection 204-1(6)).

(4) The directors of the corporation must not vote on the special

resolution if there are members of the corporation who are not

directors.

(5) However, subsection (4) does not apply if the Registrar, by written

notice given to the corporation before the special resolution is

passed, exempts the directors from the subsection.

(6) A notice under subsection (5) is not a legislative instrument.

(7) The special resolution takes effect when a copy is lodged with the

Registrar within the time required under section 201-180.

(8) The special resolution ceases to have effect if:

(a) the Registrar alters the registered size of the corporation

under section 37-5; or

(b) the Registrar directs the corporation to hold an AGM under

section 201-190; or

Schedule 1 Amendments

Part 5 Meeting and reporting obligations

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

corporation is to be under special administration.

201-180 Lodgment of copy of resolution etc. with Registrar

An Aboriginal and Torres Strait Islander corporation must, within

28 days after a special resolution is passed under section 201-175,

lodge with the Registrar:

(a) a copy of the notice of the meeting at which the special

resolution was passed; and

(b) a copy of the special resolution; and

the special resolution was passed that relate to the passing of

the special resolution; and

(d) a directors' statement (see subsection 69-20(5)).

201-185 Notice of material changes while AGMs not being held by

small corporation

(1) If:

(a) a material change occurs in relation to the affairs of an

Aboriginal and Torres Strait Islander corporation; and

(b) at the time the change occurs, an AGM that the corporation

would otherwise be required to hold will not be held because

of a special resolution in effect under section 201-175;

the corporation must lodge written notice of the change with the

Registrar, no later than 28 days after the change occurs.

Penalty: 5 penalty units.

(2) Subsection (1) is an offence of strict liability.

201-190 Direction by Registrar to hold AGM despite resolution

(1) The Registrar may direct an Aboriginal and Torres Strait Islander

corporation to hold an AGM that the corporation would otherwise

not hold because of a special resolution in effect under

section 201-175, if the Registrar is satisfied that, in the

circumstances of the corporation, there is a need for an AGM.

Amendments Schedule 1

Meeting and reporting obligations Part 5

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Note:

If the Registrar gives a direction under this section, the special

resolution ceases to have effect (see subsection 201-175(8)).

(2) The direction must:

(a) be given by notice in writing to the corporation; and

(b) specify the period within which the AGM must be held.

157 At the end of subsection 204-1(6)

Add:

Note:

There is an exception to this subsection in subsection 201-175(3).

158 Subsection 246-25(2)

Omit "subsection (4)", substitute "subsections (2A) and (4)".

159 After subsection 246-25(2)

Insert:

(2A) A director of an Aboriginal and Torres Strait Islander corporation

may be appointed for a period exceeding 2 years (but not

exceeding the maximum period specified in the corporation's

constitution), if:

(a) the constitution has been changed in accordance with

section 246-26 (3 year terms of appointment for directors of

small corporations); and

(b) the appointment is made by resolution passed at an AGM at

which a special resolution under section 201-175 (resolution

not to hold upcoming AGMs) is proposed.

160 After section 246-25

Insert:

246-26 3 year terms of appointment for directors of small

corporations

(1) If, at an AGM held by an Aboriginal and Torres Strait Islander

corporation that is registered as a small corporation, a special

resolution under section 201-175 (resolution not to hold upcoming

AGMs) is proposed, the corporation may pass a special resolution

Schedule 1 Amendments

Part 5 Meeting and reporting obligations

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

changing the corporation's constitution to allow directors of the

corporation to be appointed for a period not exceeding 3 years.

(2) If the corporation does so, the constitutional change takes effect

immediately (despite paragraph 69-40(a)).

(3) However, the constitutional change ceases to have effect if:

(a) the corporation does not pass the special resolution under

section 201-175 at the AGM; or

(b) the corporation fails to lodge a copy of the special resolution

under section 201-175 within the time required by

section 201-180.

(4) If the constitutional change ceases to have effect, any director

appointed in accordance with it is taken to have been appointed for

the maximum period allowed under the constitution before the

change.

(5) The corporation must lodge the following documents together with

the documents lodged under section 201-180:

(a) a copy of the special resolution under this section;

(b) a copy of those parts of the minutes of the meeting at which

the special resolution was passed that relate to the passing of

the special resolution;

(d) a copy of the constitutional change.

Note:

The documents must be lodged within 28 days (see section 201-180).

(6) The Registrar must register a constitutional change lodged under

subsection (5).

(7) The Registrar may direct the corporation to lodge a consolidated

copy of the corporation's constitution.

161 At the end of section 327-1

Add:

(6) The regulations may prescribe reports that are to be laid before an

AGM (see section 349-1).

Amendments Schedule 1

Meeting and reporting obligations Part 5

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

162 Subsection 330-10(1)

After "the Registrar", insert "within the time for lodgment under

subsection (2) (as extended under section 330-15, if applicable)".

163 At the end of subsection 330-10(2)

Add:

Note:

The time for lodgment under this section is extended if section 330-15

applies.

164 At the end of Division 330

Add:

330-15 Automatic extension of time for lodgment of general report

(1) If an Aboriginal and Torres Strait Islander corporation makes a

statement to the Registrar under section 348-10 (grounds for

automatic extension) in relation to its AGM and reports for a

financial year, the time for lodgment under subsection 330-10(2)

for the general report for the financial year is extended by 30 days.

Note:

The statement under section 348-10 also extends the time for

lodgment of all other reports (see section 348-3) and the period within

which the AGM must be held (see section 201-153).

(2) The time for lodgment is extended only once in relation to the

corporation's AGM and reports for a financial year (regardless of

how many statements are made under section 348-10 and how

many grounds for making statements apply in relation to the

financial year).

165 Subsection 348-1(1)

After "the Registrar", insert "within the time for lodgment under

subsection (3) (as extended under section 348-3, if applicable)".

166 At the end of subsection 348-1(3)

Add:

Note:

The time for lodgment under this subsection is extended if

section 348-3 applies.

Schedule 1 Amendments

Part 5 Meeting and reporting obligations

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

167 After section 348-1

Insert:

348-3 Automatic extension of time for lodgment of reports

(1) If an Aboriginal and Torres Strait Islander corporation makes a

statement to the Registrar under section 348-10 (grounds for

automatic extension) in relation to its AGM and reports for a

financial year, the time for lodgment under subsection 348-1(3) for

all reports to which that subsection applies for the financial year is

extended by 30 days.

Note:

The statement under section 348-10 also extends the time for

lodgment of the general report (see section 330-15) and the period

within which the AGM must be held (see section 201-153).

(2) The time for lodgment is extended only once in relation to the

corporation's AGM and reports for a financial year (regardless of

how many statements are made under section 348-10 and how

many grounds for making statements apply in relation to the

financial year).

168 At the end of Division 348

Add:

348-10 Statement of grounds for automatic extension

(1) An Aboriginal and Torres Strait Islander corporation may state that

the corporation considers that one or more of the grounds in

subsection (2) applies to the corporation in relation to its AGM and

reports for a financial year.

(2) A ground in this subsection applies to the corporation if the

corporation's ability to hold its AGM within a period after the end

of the financial year, or lodge its reports for the financial year

within the time for lodgment, is affected by any of the following:

(a) a death in a community;

(b) a cultural activity;

Amendments Schedule 1

Meeting and reporting obligations Part 5

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

(d) if the corporation is required to have a report audited or

reviewed--an unavoidable delay in obtaining the audit or

review.

Note:

The time for holding the AGM and lodging the reports is

automatically extended if a statement is made (see sections 201-153,

330-15 and 348-3).

(3) The statement:

(a) may be made orally or in writing; and

(b) must be made to the Registrar; and

statement on its behalf; and

(d) must indicate when the corporation intends to hold its AGM

and lodge its reports.

(4) If a corporation makes a statement under this section orally, the

Registrar must give the corporation a written acknowledgement

that the statement was made.

(5) If statements made under this section by an Aboriginal and Torres

Strait Islander corporation have had effect in relation to its AGM

and reports for 3 consecutive financial years, a statement made in

relation to the fourth consecutive financial year has no effect

(despite sections 201-153, 330-15 and 348-3).

169 At the end of Part 7-3

Add:

Division 349--Laying reports before AGM

349-1 Laying reports before AGM

(1) If an Aboriginal and Torres Strait Islander corporation is required

to hold an AGM after the end of a financial year, the directors of

the corporation must lay before the AGM any report in respect of

the financial year that is prescribed by the regulations for the

purposes of this subsection.

Penalty: 5 penalty units.

(2) Subsection (1) is an offence of strict liability.

Schedule 1 Amendments

Part 5 Meeting and reporting obligations

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

(3) A report prescribed for the purposes of subsection (1) must be a

report that an Aboriginal and Torres Strait Islander corporation is

required to prepare or obtain under this Part in respect of a

financial year.

170 Subsection 439-15(1)

Omit "or 201-155", substitute ", 201-153 or 201-155, or by a direction

given under section 201-190".

Amendments Schedule 1

Members and membership Part 6

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Part 6--Members and membership

Corporations (Aboriginal and Torres Strait Islander) Act

2006

171 Subsections 150-25(3) and (4)

Repeal the subsections, substitute:

Manner and circumstances

(3) The membership may be cancelled by special resolution in general

meeting, if:

(a) in the 12 months before the meeting, the corporation

attempted to contact the member:

(i) at least twice using the address entered in the register of

members for the member; and

(ii) if the member nominated alternative addresses or means

of contact for the purposes of subsection 201-25(3) or

(4)--at least once using each of those addresses or

means of contact or (if there are more than 3 of them) 3

of them; and

(iii) if the member has not nominated any alternative address

or means of contact for the purposes of

subsection 201-25(3) or (4)--at least twice using

another means (if any) that the corporation's

constitution permits; and

(b) at least one of the attempts was made in the 3 months before

the meeting; and

of the attempts.

Notice

(4) If the corporation does so cancel the membership, the directors

must, as soon as practicable after the special resolution is passed,

send a copy of the special resolution:

(a) to the address last entered in the register of members for the

person; and

Schedule 1 Amendments

Part 6 Members and membership

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

(b) if the person had nominated alternative addresses or means of

contact for the purposes of subsection 201-25(3) or (4)--to

each of those addresses or means of contact or (if there were

more than 3 of them) 3 of them.

Penalty: 5 penalty units.

172 Section 180-20 (heading)

Omit "and inspection".

173 Subsection 180-20(2)

Repeal the subsection.

174 At the end of subsection 180-25(1)

Add:

Note 3:

If a determination under section 180-26 is in effect, a reference in this

section to a register is taken to be a reference to a copy of the register

that excludes the information specified in the determination (see

section 180-27), unless the Registrar has given the corporation a

direction under section 180-28.

175 After section 180-25

Insert:

180-26 Determination where someone's personal safety is at risk

(1) If the directors of an Aboriginal and Torres Strait Islander

corporation reasonably believe that someone's personal safety

would be put at risk if particular information about a member or

former member of the corporation were allowed to be inspected

(whether by a particular person or persons generally), the directors

may make a written determination, specifying that information.

Note:

While a determination is in force, the specified information is

generally excluded from the registers that may be publicly inspected

and copied (see section 180-27).

(2) The directors must revoke the determination if they no longer have

the reasonable belief mentioned in subsection (1).

(3) The corporation must lodge with the Registrar:

(a) a copy of any determination made under subsection (1); and

Amendments Schedule 1

Members and membership Part 6

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

(b) a copy of any revocation of a determination;

no later than 28 days after the determination is made or revoked.

Penalty: 10 penalty units.

(4) Subsection (3) is an offence of strict liability.

(5) A determination made under subsection (1) is not a legislative

instrument.

180-27 Redacted copy of register

(1) At any time while a determination under section 180-26 is in force

in relation to a member or former member of an Aboriginal and

Torres Strait Islander corporation:

(a) the corporation must ensure that there exists a copy of the

information specified in the determination; and

(b) a reference in section 180-25 to the register of members or

former members is taken to be a reference to a copy of the

Note:

A person may request the Registrar to direct the corporation to make

the register available despite the determination (see section 180-28).

(2) A copy of a register that excludes information must indicate that it

is a copy made for the purposes of this section.

(3) The regulations may prescribe requirements that an Aboriginal and

Torres Strait Islander corporation, or the directors of an Aboriginal

and Torres Strait Islander corporation, must comply with in

relation to copies of a register made for the purposes of this

section.

180-28 Access to full register while redacted copy exists

(1) At any time while a determination under section 180-26 is in force

in relation to a member or former member of an Aboriginal and

Torres Strait Islander corporation, the Registrar may direct the

corporation to allow a person to inspect, or give a person a copy of:

(a) the register; or

Schedule 1 Amendments

Part 6 Members and membership

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

(b) a copy of the register that includes particular information

specified in a determination under section 180-26.

(2) The Registrar may give the direction if:

(a) the person requests the Registrar, in writing, to make a

direction under subsection (1); and

(b) the Registrar is satisfied that:

(i) the person has a genuine need to inspect the register or

the particular information; and

(ii) no-one's personal safety will be put at risk as a result.

(3) If the Registrar gives the direction, section 180-25 applies in

relation to the corporation and the person as if references in that

section to the register were (despite paragraph 180-27(1)(b))

references to the register, or a copy that includes the particular

information, specified in the direction.

176 At the end of section 180-30

Add:

(3) If, at the time the AGM is held, a determination under

section 180-26 is in force in relation to a member of the

corporation, the reference in subsection (1) to the register of

members is taken to be a reference to a copy of the register that

excludes the information specified in the determination.

177 After subsection 201-25(4)

Insert:

Recording nominated addresses etc.

(4A) If a member nominates an address or other means for the

corporation to contact the member for the purposes of

subsection (3) or (4), the corporation:

(a) may record the nominated information separately from the

(b) must store the nominated information in the place the

corporation is required to keep its records under

section 322-20.

Amendments Schedule 1

Members and membership Part 6

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

178 After subsection 330-5(1)

Insert:

(1A) Despite subparagraph (1)(a)(i), the general report must not set out

any information that is specified in a determination in force under

section 180-26 (where someone's personal safety is at risk).

179 Application

--recording nominated addresses etc.

Subsection 201-25(4A) of the Corporations (Aboriginal and Torres

Strait Islander) Act 2006, as inserted by this Part, applies to information

nominated after this Part commences.

180 Application

--cancellation of membership on ground that

member is not contactable

The amendments of section 150-25 of the Corporations (Aboriginal and

Torres Strait Islander) Act 2006 made by this Part do not apply, in

relation to the cancellation of a member's membership by special

resolution in a general meeting, if:

(a) the special resolution is passed at a general meeting held less

than 12 months after this Part commences; and

(b) either:

(i) notice of the general meeting is given before this Part

commences; or

(ii) the notice of the general meeting specifies that the

resolution is to cancel the member's membership in the

circumstances set out in subsection 201-25(3) of that

Act as in force before this Part commences.

Schedule 1 Amendments

Part 7 Key management personnel

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

Part 7--Key management personnel

Corporations (Aboriginal and Torres Strait Islander) Act

2006

181 Paragraph 327-1(1)(b)

Omit "or directors' report", substitute "directors' report or remuneration

report".

182 Subsection 327-1(4)

After "directors' reports", insert ", remuneration reports".

183 Before subsection 330-5(2)

Insert:

(1B) Without limiting paragraph (1)(b), the regulations may require

information about the employment history of key management

personnel of the corporation or an entity the corporation controls.

184 Section 333-1

After "directors' reports", insert ", remuneration reports".

185 Section 333-5 (heading)

After "directors' reports", insert ", remuneration reports".

186 Subsection 333-5(3)

Omit "either or both", substitute "any or all".

187 After paragraph 333-5(3)(b)

Insert:

; (c) a remuneration report for a financial year.

188 At the end of section 333-10

Add:

Amendments Schedule 1

Key management personnel Part 7

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Remuneration reports

(4) If a section 333-5 report is a remuneration report for a financial

year, regulations made for the purposes of subsection (1) may

require the report to include information about the remuneration of

key management personnel of the corporation or an entity that the

corporation controls.

189 Subsection 333-15(3)

Omit "or a directors' report", substitute ", directors' report or

remuneration report".

190 Subsection 333-15(3) (note)

Omit "or a directors' report", substitute ", directors' report or

remuneration report".

191 At the end of Division 333

Add:

333-25 Key management personnel must give information to

corporation

(1) If:

(a) an Aboriginal and Torres Strait Islander corporation is

required by this Act or the regulations to include information

about an individual in a report prepared under this Part in

respect of a period; and

(b) the information is required because the individual is or was a

member of the key management personnel of the corporation

or an entity the corporation controls at a time in the period;

the individual must give the corporation the information before the

end of the period.

Penalty: 10 penalty units.

(2) Subsection (1) does not apply if the individual has previously given

the information to the corporation.

(3) Subsection (1) is an offence of strict liability.

Schedule 1 Amendments

Part 7 Key management personnel

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

192 Section 342-1

Omit "and a directors' report", substitute ", directors' report or

remuneration report".

193 After paragraph 342-5(1)(b)

Insert:

; or (c) a remuneration report for a financial year;

194 Subsection 342-5(3A) (heading)

Omit "or auditor's report", substitute ", auditor's report or

remuneration report".

195 At the end of subsection 342-5(3A)

Add:

; or (d) a remuneration report for a financial year.

196 At the end of paragraph 348-1(3)(a)

Add:

(iv) a remuneration report for a financial year; or

197 Subsection 348-5(1)

Omit "or a directors' report", substitute ", directors' report or

remuneration report".

198 Section 700-1

Insert:

key management personnel has the same meaning as in the

accounting standards.

Amendments Schedule 1

Related party transactions Part 8

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Part 8--Related party transactions

Corporations (Aboriginal and Torres Strait Islander) Act

2006

199 After section 287-1

Insert:

287-3 Small amounts given to related entity

(1) Member approval is not needed to give a financial benefit to a

related party in a financial year if:

(a) the Aboriginal and Torres Strait Islander corporation that

gives the benefit, or that controls the entity that gives the

benefit, is registered as a small corporation for the financial

year; and

(b) the total of the following amounts or values is less than or

equal to the amount prescribed by the regulations for the

purposes of this section:

(i) the amount or value of the financial benefit;

(ii) the total of all other amounts or values of financial

benefits given to the related party, in the financial year,

for which member approval was not needed because of

this section.

(2) In working out the total of the amounts or values referred to in

subparagraphs (1)(b)(i) and (ii):

(a) add in all amounts or values of financial benefits given to the

related party in the financial year by any of the following:

(i) the corporation;

(ii) the entity;

(iii) any entity controlled by the corporation or entity; and

(b) disregard:

(i) amounts that have been repaid; and

(ii) amounts that fall under any other exception in this Part.

Schedule 1 Amendments

Part 8 Related party transactions

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

For the purposes of this subsection, the time at which an entity

must be controlled is the time at which the financial benefit is

given.

200 After subsection 310-5(4)

Insert:

(4A) The Registrar must not make a determination exempting a

corporation from section 284-1 (need for member approval for

financial benefit) unless:

(a) the determination specifies, as a condition under

paragraph (4)(a), a particular financial benefit, and particular

related party, to which the determination relates; and

(b) the Registrar is satisfied that the giving of the particular

financial benefit will not cause detriment to the corporation.

201 After subsection 310-15(3)

Insert:

(3A) The Registrar must not make a determination exempting a

corporation from section 284-1 (need for member approval for

financial benefit) unless:

(a) the determination specifies, as a condition under

paragraph (3)(a), a particular financial benefit, and particular

related party, to which the determination relates; and

(b) the Registrar is satisfied that the giving of the particular

financial benefit will not cause detriment to the corporation.

202 Application

--exception to requirement for member

approval for related party benefit for small amount

Section 287-3 of the Corporations (Aboriginal and Torres Strait

Islander) Act 2006, as inserted by this Part, applies in relation to a

financial benefit given in a financial year that ends after this Part

commences.

Amendments Schedule 1

Special administration Part 9

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Part 9--Special administration

Corporations (Aboriginal and Torres Strait Islander) Act

2006

203 At the end of subsection 453-1(1)

Add:

; (f) any irregularity in the management of the corporation's

financial affairs.

204 Paragraph 487-5(1)(a)

Repeal the paragraph, substitute:

(a) the corporation is insolvent, or is likely to become insolvent

at some future time;

Schedule 1 Amendments

Part 10 Voluntary deregistration

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

Part 10--Voluntary deregistration

Corporations (Aboriginal and Torres Strait Islander) Act

2006

205 Subsection 546-1(2)

After "only if", insert "all of the following conditions are met".

206 Paragraph 546-1(2)(a)

Repeal the paragraph, substitute:

(a) the members of the corporation, by special resolution, resolve

that the corporation should be voluntarily deregistered;

207 Paragraphs 546-1(2)(b) to (e)

Omit "; and", substitute ";".

208 After subsection 546-1(2)

Insert:

(2A) Despite subsection (2), a person may apply even if one or more of

the conditions mentioned in paragraphs (2)(a) to (e) are not met.

The application must specify the conditions that are not met and

reasons for them not being met.

209 Subsection 546-1(4)

Repeal the subsection, substitute:

Deregistration procedure

(4) If the Registrar is not aware of any failure to comply with

subsection (1) or (3), and is also not aware of any condition

mentioned in subsection (2) not being met, the Registrar must give

notice of the proposed deregistration in the Gazette.

(4A) The Registrar may give notice of the proposed deregistration in the

Gazette if:

Amendments Schedule 1

Voluntary deregistration Part 10

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

(a) the Registrar is not aware of any failure to comply with

subsection (1) or (3) and is also not aware of the condition

mentioned in paragraph (2)(f) not being met; and

(b) the Registrar is aware of one or more of the conditions

mentioned in paragraphs (2)(a) to (e) not being met and is

satisfied that it is justified to proceed with the deregistration

despite this.

210 Application

--voluntary deregistration

The amendments of the Corporations (Aboriginal and Torres Strait

Islander) Act 2006 made by this Part apply in relation to an application

for deregistration made after this Part commences.

Schedule 1 Amendments

Part 11 Investigation and enforcement

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

Part 11--Investigation and enforcement

Corporations (Aboriginal and Torres Strait Islander) Act

2006

211 At the end of section 439-1

Add:

The Registrar may also accept an undertaking in connection with a

matter in relation to which the Registrar has a power or function

(see section 439-25). The undertaking may be enforced in a Court.

212 At the end of Division 439

Add:

439-25 Enforcement of undertakings

(1) The Registrar may accept a written undertaking given by a person

in connection with a matter in relation to which the Registrar has a

function or power under this Act.

(2) The person may withdraw or vary the undertaking at any time, but

only with the Registrar's consent.

(3) If the Registrar considers that the person who gave the undertaking

has breached any of its terms, the Registrar may apply to the Court

for an order under subsection (4).

(4) If the Court is satisfied that the person has breached a term of the

undertaking, the Court may make all or any of the following

orders:

(a) an order directing the person to comply with that term of the

undertaking;

(b) an order directing the person to pay to the Commonwealth an

amount up to the amount of any financial benefit that the

person has obtained directly or indirectly and that is

reasonably attributable to the breach;

Amendments Schedule 1

Investigation and enforcement Part 11

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

person to compensate any other person who has suffered loss

or damage as a result of the breach;

(d) any other order that the Court considers appropriate.

213 At the end of subsection 453-1(1)

Add:

; (g) a suspected contravention of any of the terms of an

undertaking under section 439-25.

214 After section 453-1

Insert:

453-2 Notice to produce books

Aboriginal and Torres Strait Islander corporation or eligible

person

(1) The Registrar may, by notice given to any of the following

persons:

(a) an Aboriginal and Torres Strait Islander corporation;

(b) an eligible person for an Aboriginal and Torres Strait Islander

corporation;

require the production of specified books relating to the affairs of

the corporation. The person must comply with the requirement.

Person in possession of books

(2) The Registrar may, by notice given to a person, require the

production of specified books that are in the person's possession

and that relate to the affairs of an Aboriginal and Torres Strait

Islander corporation or a related body corporate or connected

entity. The person must comply with the requirement.

Notice

(3) A notice under this section:

(a) must be in writing; and

(b) may be given personally or by post; and

Schedule 1 Amendments

Part 11 Investigation and enforcement

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

produced, who must be either the Registrar or a specified

authorised officer; and

(d) must specify the place and time for production of the books,

which must be reasonable in all the circumstances.

(4) A notice under this section may specify that books are to be

produced immediately, if it is reasonable in all the circumstances

for the Registrar to require a person to do so.

Offence

(5) A person commits an offence if:

(a) the person is given a notice under this section; and

(b) the person does an act or omits to do an act; and

with.

Penalty: 100 penalty units or imprisonment for 2 years, or both.

(6) Subsection (5) does not apply to the extent the person has a

reasonable excuse.

Note:

A defendant bears an evidential burden in relation to the matter in

subsection (6): see subsection 13.3(3) of the Criminal Code.

Eligible persons

(7) The following are eligible persons for an Aboriginal and Torres

Strait Islander corporation:

(a) a person who is or has been an officer of the corporation;

(b) a person who is or has been an employee, agent, banker,

solicitor or auditor of the corporation;

behalf of the corporation.

453-3 Registrar's power if books are not produced

(1) If a person fails to produce books in compliance with a notice

given to the person under section 453-2, the Registrar may, by

written notice given to the person, require the person to state:

(a) where the books may be found; and

Amendments Schedule 1

Investigation and enforcement Part 11

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

(b) who last had possession, custody or control of the books and

where that person may be found.

The person must comply with the requirement.

(2) A person commits an offence if:

(a) the person is given a notice under subsection (1); and

(b) the person does an act or omits to do an act; and

with.

Penalty: 100 penalty units or imprisonment for 2 years, or both.

(3) Subsection (2) does not apply to the extent that:

(a) the person has stated the matter to the best of the person's

knowledge or belief; or

(b) the person has a reasonable excuse.

Note:

A defendant bears an evidential burden in relation to the matters in

subsection (3): see subsection 13.3(3) of the Criminal Code.

453-4 Registrar's power to require identification of property

(1) If, under section 453-2, the Registrar has the power to require a

person to produce books relating to the affairs of an Aboriginal and

Torres Strait Islander corporation, the Registrar may, whether or

not the Registrar exercises that power, by written notice given to

the person, require the person:

(a) to identify property of the corporation; and

(b) to explain how the corporation has kept account of that

property.

The person must comply with the requirement.

(2) A person commits an offence if:

(a) the person is given a notice under subsection (1); and

(b) the person does an act or omits to do an act; and

with.

Penalty: 100 penalty units or imprisonment for 2 years, or both.

(3) Subsection (2) does not apply to the extent that:

Schedule 1 Amendments

Part 11 Investigation and enforcement

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

(a) the person has, to the extent that the person is capable of

doing so, performed the acts referred to in paragraphs (1)(a)

and (b); or

(b) the person has a reasonable excuse.

Note:

A defendant bears an evidential burden in relation to the matters in

subsection (3): see subsection 13.3(3) of the Criminal Code.

215 Section 453-5 (heading)

Omit "Production of books or attendance to", substitute "Notice to

give information or".

216 Subsection 453-5(1)

After "grounds,", insert "suspects or".

217 Paragraph 453-5(1)(b)

Repeal the paragraph.

218 Subparagraph 453-5(2)(c)(i)

Omit "or produce the documents".

219 Subsection 453-5(3)

Omit ", produce the documents".

220 At the end of Division 453

Add:

453-15 Requirement made of body corporate

If the Registrar has the power, under this Division, to make a

requirement of a body corporate, the Registrar also has the power

to make that requirement of a person who is or has been an officer

or employee of the body corporate.

221 Paragraphs 456-1(1)(a) and 456-5(1)(a)

Omit "453-5", substitute "453-2".

Amendments Schedule 1

Investigation and enforcement Part 11

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

222 Paragraph 456-10(1)(a)

Omit "an authorised officer under section 453-1 or section 453-5",

substitute "a person under section 453-1 or 453-2".

223 Paragraph 456-10(1)(b)

Omit "an authorised officer", substitute "a person".

224 Subsections 456-10(2) to (6)

Omit "authorised officer", substitute "person".

225 Subsection 456-10(7)

Omit "authorised officer's possession, the officer", substitute "person's

possession, the person".

226 Paragraph 456-10(7)(a)

Omit "authorised officer's", substitute "first person's".

227 Subsection 456-10(8)

Omit "authorised officer", substitute "person".

228 Subsection 456-10(9)

Omit "authorised officer, the Registrar or an approved person into

whose possession the authorised officer", substitute "person mentioned

in that paragraph, or an approved person into whose possession that

person".

229 Subsection 456-10(10)

After "the person", insert "of whom the requirement is made".

230 Subsection 461-10(1)

Omit "453-5", substitute "453-2".

231 Section 700-1

Insert:

eligible person has the meaning given by subsection 453-2(7).

Schedule 1 Amendments

Part 12 Publication of notices

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

Part 12--Publication of notices

Corporations (Aboriginal and Torres Strait Islander) Act

2006

232 Subsections 187-15(5), 225-15(4), 268-25(8), 310-15(5),

336-5(10) and 353-10(4)

Omit "in the Gazette", substitute "on the Registrar's website".

233 Subsection 493-1(4)

Repeal the subsection, substitute:

(4) The Registrar must, as soon as practicable, publish a notice of the

decision on the Registrar's website.

234 Subsection 526-20(8)

Omit "in the Gazette", substitute "on the Registrar's website".

235 Section 658-15

Repeal the section, substitute:

658-15 Registrar to have a seal

The Registrar must have and use as the seal of the Registrar's

office a seal in such form as the Minister, by notifiable instrument,

determines.

236 Paragraph 694-95(2)(b)

After "published", insert "on a website,".

237 Application

--publication of notices

(1)

The amendments of the Corporations (Aboriginal and Torres Strait

Islander) Act 2006 made by this Part, other than the amendment of

section 658-15, apply in relation to the publication of a notice after this

Part commences (whether the event the notice relates to occurred before

or after this item commences).

Amendments Schedule 1

Publication of notices Part 12

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

(2)

A determination of the Minister that is in effect under section 658-15 of

that Act immediately before this Part commences:

(a) continues in effect despite the repeal and substitution of that

section by this Part; and

(b) may be revoked or varied after the commencement of this

Part as if it were a notifiable instrument made under that

section as substituted by this Part.

Schedule 1 Amendments

Part 13 Independent directors

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

Part 13--Independent directors

Corporations (Aboriginal and Torres Strait Islander) Act

2006

238 Section 57-5 (after table item 72)

Insert:

72A

Directors may appoint other independent

directors

section 246-17

this section is a replaceable rule

239 Section 57-5 (table item 7

4, column headed "Provision")

After "(1)", insert ", (1A)".

240 Subsection 246-1(3)

Repeal the subsection.

241 Section 246-15

After "person", insert "(other than an individual mentioned in

paragraph 246-17(a) or (b))".

242 After section 246-15

Insert:

246-17 Directors may appoint other independent directors

(replaceable rule--see section 60-1)

The directors of an Aboriginal and Torres Strait Islander

corporation may appoint one or more of the following persons as a

director:

(a) an individual who is not a member of the corporation;

(b) an individual who is not an Aboriginal and Torres Strait

Islander person.

243 After subsection 246-25(1)

Insert:

Amendments Schedule 1

Independent directors Part 13

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Independent directors (replaceable rule--see section 60-1)

(1A) A director of an Aboriginal and Torres Strait Islander corporation

who is:

(a) an individual who is not a member of the corporation; or

(b) an individual who is not an Aboriginal and Torres Strait

Islander person;

must not be appointed for a period exceeding 1 year.

Note:

A rule in a corporation's constitution that modifies or replaces this

replaceable rule cannot provide for a term of appointment that is

inconsistent with this Act (see paragraph 66-1(5)(c)).

244 Application of amendments

The amendments to the Corporations (Aboriginal and Torres Strait

Islander) Act 2006 made by this Part apply in relation to the

appointment of directors after this Part commences.

Schedule 1 Amendments

Part 14 Qualified privilege for auditors

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

Part 14--Qualified privilege for auditors

Corporations (Aboriginal and Torres Strait Islander) Act

2006

245 Part 15-3 (heading)

Omit "for Registrar, Minister etc.".

246 At the end of Part 15-3

Add:

Division 610--Qualified privilege for auditors

610-1 Auditors and other persons to enjoy qualified privilege in

certain circumstances

Qualified privilege for auditor

(1) An auditor of an Aboriginal and Torres Strait Islander corporation

has qualified privilege in respect of:

(a) a statement that the auditor makes (orally or in writing) in the

course of the auditor's duties as auditor; or

(b) a statement that the auditor makes (orally or in writing) on:

(i) a report required to be prepared by the auditor under this

Act or the regulations; or

(ii) any statement, report or other document that is taken,

for any purpose, to be part of that report; or

Note:

If the auditor is an audit company, the company has qualified privilege

under this subsection in respect of statements made, and notices given,

by individuals on behalf of the company if those statements and

notices can be properly attributed to the company.

Qualified privilege for registered company auditor acting on

behalf of audit company

(2) If the auditor of the Aboriginal and Torres Strait Islander

corporation is an authorised audit company, a registered company

Amendments Schedule 1

Qualified privilege for auditors Part 14

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

auditor acting on behalf of the company has qualified privilege in

respect of:

(a) a statement that the registered company auditor makes (orally

or in writing) in the course of the performance, on behalf of

the company, of the company's duties as auditor; or

(b) a statement that the registered company auditor makes (orally

or in writing), on behalf of the company, on:

(i) a report required to be prepared by the auditor under this

Act or the regulations; or

(ii) any statement, report or other document that is taken,

for any purpose, to be part of that report; or

gives the Registrar, on behalf of the company.

Extent of auditor's duties--answering questions put to auditor by

members

(3) For the purposes of this section, an auditor's duties as auditor

include answering questions put to the auditor (or the auditor's

representative) at an AGM.

Qualified privilege for person representing auditor at AGM

(4) A person who represents an auditor at an AGM has qualified

privilege in respect of any statement that the person makes in the

course of representing the auditor at that AGM.

Qualified privilege for subsequent publication

(5) A person has qualified privilege in respect of the publishing of a

document:

(a) prepared by an auditor of the Aboriginal and Torres Strait

Islander corporation in the course of the auditor's duties; or

(b) required by or under this Act to be lodged (whether or not the

document has been lodged).

(6) A person has qualified privilege in respect of the publishing of any

statement:

(a) made by an auditor as mentioned in subsection (1); or

Schedule 1 Amendments

Part 14 Qualified privilege for auditors

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

(b) made by a registered company auditor as mentioned in

subsection (2); or

247 At the end of Division 694

Add:

694-120 Meaning of qualified privilege

(1) Where this Act provides that a person has qualified privilege in

respect of an act, matter or thing, the person:

(a) has qualified privilege in proceedings for defamation; or

(b) is not, in the absence of malice on the person's part, liable to

an action for defamation at the suit of a person;

as the case requires, in respect of that act, matter or thing.

(2) In subsection (1):

malice includes ill will to the person concerned or any other

improper motive.

(3) Neither this section nor a provision of this Act that provides as

mentioned in subsection (1) limits or affects any right, privilege or

immunity that a person has, apart from this section or such a

provision, as defendant in proceedings, or an action, for

defamation.

248 Section 700-1

Insert:

qualified privilege has the meaning given by section 694-120.

249 Application of amendments

The amendments of the Corporations (Aboriginal and Torres Strait

Islander) Act 2006 made by this Part apply in relation to statements

made, notices given and publications occurring after this Part

commences.

Amendments Schedule 1

Resolutions to be the same in all material respects Part 15

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Part 15--Resolutions to be the same in all material

respects

Corporations (Aboriginal and Torres Strait Islander) Act

2006

250 Section 290-30 (heading)

Omit "cannot be varied".

251 Section 290-30

After "same", insert ", in all material respects,".

252 At the end of Division 290

Add:

290-55 Regulations may prescribe circumstances in which notice etc.

is taken to be the same in all material respects

(1) The regulations may prescribe circumstances in which a notice,

explanatory statement or document mentioned in

paragraph 290-20(1)(a), (b) or (c) is taken to be the same, in all

material respects, as the proposed notice, explanatory statement or

document lodged under paragraph 290-5(1)(a), (b) or (c).

(2) The regulations may also prescribe circumstances in which a

document mentioned in subsection 290-25(1) is taken to be the

same, in all material respects, as the document lodged under

paragraph 290-5(1)(d).

(3) The regulations may also prescribe circumstances in which a

resolution mentioned in section 290-30 is taken to be the same, in

all material respects, as the proposed resolution set out in the

proposed notice lodged under paragraph 290-5(1)(a).

253 Application of amendments

The amendments of section 290-30 of the Corporations (Aboriginal and

Torres Strait Islander) Act 2006 made by this Part apply in relation to

resolutions voted on after this Part commences.

Schedule 1 Amendments

Part 16 Unanimous requests for special administration

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

Part 16--Unanimous requests for special

administration

Corporations (Aboriginal and Torres Strait Islander) Act

2006

254 Subsection 487-10(1)

Omit "subsection (2)", substitute "subsections (2) and (2A)".

255 After subsection 487-10(2)

Insert:

(2A) Subsection (1) does not apply if all of the corporation's directors

have requested the Registrar in writing to appoint a special

administrator.

256 Application of amendments

The amendments of section 487-10 of the Corporations (Aboriginal and

Torres Strait Islander) Act 2006 made by this Part apply in relation to

determinations that a corporation is to be under special administration

made by the Registrar after this Part commences.

Amendments Schedule 1

Insolvency Part 17

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Part 17--Insolvency

Corporations (Aboriginal and Torres Strait Islander) Act

2006

257 At the end of section 166-10

Add:

Note:

If an application is made under this section and the Court is satisfied

that the corporation is insolvent, the Court may order that the

corporation be wound up (see section 526-17).

258 Subsection 526-1(3)

After "section 526-15", insert "or 166-10".

259 After section 526-10

Insert:

526-12 Presumptions of insolvency

(1) For the purposes of paragraph 526-5(i), an Aboriginal and Torres

Strait Islander corporation is presumed to be insolvent if:

(a) an authorised officer has stated in a written report to the

Registrar under subsection 453-1(1) that, in the officer's

opinion, the corporation:

(i) has failed to keep financial records as required by

subsection 322-10(1); or

(ii) has failed to retain financial records for 7 years as

required by subsection 322-10(2); and

(b) before the officer made the statement, the corporation was

given at least 14 days to produce the financial records to the

officer.

Note:

There may be other grounds on which a corporation is presumed to be

insolvent (see sections 526-35 and 526-40).

(2) For the purposes of paragraph 526-5(i), an Aboriginal and Torres

Strait Islander corporation is also presumed to be insolvent if a

special administrator for the corporation has stated in a written

Schedule 1 Amendments

Part 17 Insolvency

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

report given to the Registrar for the purposes of this subsection

that, in the special administrator's opinion, the corporation:

(a) has failed to keep financial records as required by

subsection 322-10(1); or

(b) has failed to retain financial records for 7 years as required

by subsection 322-10(2).

Note:

There may be other grounds on which a corporation is presumed to be

insolvent (see sections 526-35 and 526-40).

(3) Subsections (1) and (2) do not apply in relation to a contravention

of subsection 322-10(1) that is only minor or technical.

(4) A presumption for which this section provides operates except so

far as the contrary is proved for the purposes of the proceeding

concerned.

260 Paragraph 526-15(4)(c)

Omit "director;", substitute "director.".

261 Paragraph 526-15(4)(d)

Repeal the paragraph.

262 After section 526-15

Insert:

526-17 Order made on application under section 166-10

If, on application under section 166-10, the Court is satisfied that

an Aboriginal and Torres Strait Islander corporation is insolvent,

the Court may order that the corporation be wound up on the

ground that the corporation is insolvent.

263 Application of amendments

The amendments of the Corporations (Aboriginal and Torres Strait

Islander) Act 2006 made by this Part apply in relation to applications

made to the Court after this Part commences.

Amendments Schedule 1

Conflicting duties under State or Territory legislation Part 18

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Part 18--Conflicting duties under State or Territory

legislation

Corporations (Aboriginal and Torres Strait Islander) Act

2006

264 At the end of subsection 265-1(1)

Add:

Note 3:

Section 265-23 makes special provision for actions done to comply

with obligations under prescribed State and Territory legislation.

265 Subsection 265-5(1) (note 3)

Repeal the note, substitute:

Note 3:

Section 265-23 makes special provision for actions done to comply

with obligations under prescribed State and Territory legislation.

Note 4:

Section 265-35 deals with the situation of directors of wholly-owned

subsidiaries.

266 Subsection 265-10(1) (note 3)

Repeal the note, substitute:

Note 3:

Section 265-23 makes special provision for actions done to comply

with obligations under prescribed State and Territory legislation.

Note 4:

The contact person for the corporation is covered by the reference to

an employee of the corporation.

267 Subsection 265-15(1) (note 4)

Repeal the note, substitute:

Note 4:

Section 265-23 makes special provision for actions done to comply

with obligations under prescribed State and Territory legislation.

Note 5:

The contact person for the corporation is covered by the reference to

an employee of the corporation.

268 After section 265-20

Insert:

Schedule 1 Amendments

Part 18 Conflicting duties under State or Territory legislation

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

No. , 2018

265-23 Acts done to comply with State and Territory legislation

obligations

(1) A person who is a director or other officer, or an employee, of an

Aboriginal and Torres Strait Islander corporation does not

contravene subsection 265-1(1), 265-5(1), 265-10(1) or 265-15(1),

and does not breach the person's equivalent duties at common law

and in equity, merely because of doing (or refraining from doing) a

particular act if the person does (or refrains from doing) the act:

(a) in good faith; and

(b) with the belief that doing (or refraining from doing) the act is

necessary to ensure that the corporation complies with an

obligation under a prescribed law, or a prescribed provision

of a law, of a State or Territory.

(2) A law, or a provision of a law, of a State or Territory prescribed by

the regulations for the purposes of this section must relate to

obligations on Aboriginal and Torres Strait Islander corporations

that hold rights and interests in land for the benefit of Aboriginal

and Torres Strait Islander persons.

269 Paragraph 265-30(2)(b)

Omit "section 265-20 to the extent to which it operates", substitute

"sections 265-20 and 265-23 to the extent to which they operate".

Amendments Schedule 1

Minor technical amendments Part 19

No. , 2018

Corporations (Aboriginal and Torres Strait Islander) Amendment

(Strengthening Governance and Transparency) Bill 2018

Part 19--Minor technical amendments

Corporations (Aboriginal and Torres Strait Islander) Act

2006

270 Subsection 85-15(3)

Omit "this", substitute "the requirement in subsection (2)".

271 Paragraph 150-15(2)(a)

Omit "uncontactable", substitute "not contactable".

272 Subsection 201-15(2)

Omit "21 days", substitute "28 days".

273 Subsection 249-10(2)

Repeal the subsection.

274 Subparagraph 279-25(1)(a)(iii)

Omit "; or", substitute "; and".

275 Subsection 304-15(1)

After "section 21-1", insert ", 22-1 or 23-1".

276 Section 407-15 (heading)

Omit "Telephone or email", substitute "Oral or written".

277 Subsections 407-15(1) and (2)

Omit "telephone or email" (wherever occurring), substitute "oral or

written".

Commonwealth of Australia Bills

CORPORATIONS (ABORIGINAL AND TORRES STRAIT ISLANDER) AMENDMENT (STRENGTHENING GOVERNANCE AND TRANSPARENCY) BILL 2018