2004

Shareholder Meetings: Key Issues and Developments

(9 November 2004 Melbourne, 18 November 2004 Sydney)

Speakers: Andrew Lumsden, Partner, Corrs Chambers Westgarth (Melbourne and Sydney), Stephen Mayne, Crikey.com.au (Melbourne and Sydney), John McCombe, Partner, Corrs Chambers Westgarth (Melbourne and Sydney), Mervyn Peacock, Chief Investment Officer and Director, AMP Capital Investments (Sydney), Kathryn Watt, Corporate Counsel, Vanguard Investments Australia Ltd (Melbourne).

Description: Company meetings are in the spotlight for many reasons including:

• new regulatory requirements (such as the shareholder advisory vote on the directors’ remuneration report);
• increasing activism by institutional investors;
• activists calling meetings taking advantage of the rule which allows 100 shareholders to call a meeting of shareholders; and
• calls to follow what has recently occurred in the US and mandate disclosure of voting by institutional investors.

This seminar brings together well known speakers to discuss important developments relating to meetings.

The Policies and Powers of the ACCC

(1 October 2004)

Speaker: Graeme Samuel, Chair, Australian Competition and Consumer Commission; commentator Associate Professor Pamela Hanrahan, University of Melbourne.

Description: A luncheon with the Australian Competition and Consumer Commission's Chairman, Mr Graeme Samuel. An opportunity to discuss a number of key issues with Mr Samuel, including:

• Merger policy and whether the ACCC should adopt a more formal clearance process for mergers;
• Whether the ACCC should have ASIC-type enforcement powers in applying criminal penalties and fines;
• How effective the leniency policy has been in stamping out anti-competitive conduct.

The Ideas, Practices and Regulatory Context of Employee Share Ownership Schemes in Australia

(27 August 2004)

Speaker: Jarrod Lenne, University of Melbourne.

Directors' Duties: Recent Developments and Their Implications for Directors and Advisors

(4 August 2004 Melbourne, 11 August 2004 Sydney)

Speakers: Alan Cameron, Company Director (Sydney), Rod Halstead, Partner, Clayton Utz (Sydney), John Harvey, Company Director (Melbourne), Andrew Lumsden, Partner, Corrs Chambers Westgarth (Melbourne and Sydney), Jan Redfern, Executive Director, Enforcement, ASIC (Melbourne and Sydney), Charles Rosedale, Partner, Clayton Utz (Melbourne).

Description: There has never been more attention given to the important role of company director. Recent legislation has imposed new and significant obligations on directors. There has also been a series of recent court judgments dealing with the duties of directors. In addition, the Federal Government’s Corporations and Markets Advisory Committee has commenced an inquiry into directors’ duties and the personal liability of directors.

This seminar brings together a panel of leading speakers to provide important perspectives on key developments in directors’ duties and will explore the implications of these developments. The perspectives presented are those of ASIC, company directors and professional advisors to directors. Topics covered in the seminar include:

• conflicts of interest and directors;
• the role and responsibilities of directors on board sub-committees;
• current issues from the perspective of a company director such as the ideal relationship between board and management and lessons from recent case studies involving prominent companies; and
• enforcement issues and directors.

Directors' and Managers' Liability Under Occupational Health and Safety Laws - Do We Need a Stronger Regime of Individual Responsibility?

(28 May 2004)

Speaker: Karen Wheelwright, School of Law, Deakin University.

Continuous Disclosure

(25 May 2004 Melbourne, 8 June 2004 Sydney)

Speakers: Luise Elsing, Manager, Companies, Australian Stock Exchange (Sydney); Jane Couchman, General Counsel, Perpetual (Sydney); Quentin Digby, Partner, Freehills (Melbourne);  Fiona Gardiner-Hill, Partner, Freehills (Sydney); James Gerraty, Manager of Companies, Australian Stock Exchange (Melbourne); Michaela Healey, Company Secretary, Orica Ltd (Melbourne); Jennifer O'Donnell, Deputy Executive Director, Policy and Markets Regulation, Australian Securities and Investments Commission (Melbourne and Sydney).

Description: Australia's continuous disclosure regime is regarded as critical to an informed market and the confidence of investors. However, concerns have arisen about whether the ASX Listing Rule requires disclosure prematurely and thereby disadvantages companies. In addition, the Federal Government, as part of the CLERP 9 Bill which is currently before Parliament, proposes to give ASIC its own fining power in relation to breaches of the continuous disclosure obligations. This proposal has been strongly opposed by key groups such as the Institute of Company Directors, the Business Council of Australia, Chartered Secretaries Australia and the Law Council of Australia. Among other issues, the seminar will address these concerns and also explore how ASIC proposes to use its new fining power

Financial Services Reform: Reflections on the New Regime

(10 May 2004)

Speakers: Gregg Drumm, Practice Leader-Products, Consumer, Business and Corporate Legal Group, ANZ Bank; Associate Professor Pamela Hanrahan, Centre for Corporate Law and Securities Regulation, The University of Melbourne; Pamela McAlister, Deputy Executive Director - Financial Services Regulation, Australian Securities and Investments Commission.

Corporate Crime: Wealth by Stealth

(7 May 2004)

Speaker: Professor Harry Glasbeek, Osgood Hall Law School, York University, Toronto.

Malaysian Securities Regulation

(25 February 2004)

Speaker: Sau Ngan Wong, Head - Policy and Regulatory Review, Securities Commission of Malaysia.

Reforming Not-For-Profit Regulation

(19 February 2004)

Speaker: Sue Woodward, University of Melbourne.

Description: Susan Woodward will outline key recommendations from her major research report on the accountability, governance and regulation of not-for-profit organisations.

Corporate Governance Conference

(13 February 2004)

Speakers: Associate Professor Geof Stapledon, Deputy Director, Centre for Corporate Law and Securities Regulation, Melbourne Law School; Professor Randall S. Thomas, John S. Beasley Professor of Law and Business, Vanderbilt University Law School; Professor Steven L Schwarcz, Professor of Law and Faculty Director, Duke Global Capital Markets Center, Duke University Law School; Andrew Lumsden, Partner, Corporate Advisory Group, Corrs Chambers Westgarth; John O'Grady, Partner, Ernst & Young; Edward Wright, Managing Director, Equity Strategies Pty Ltd; Keryn Chalmers, Associate Professor, Department of Accounting and Finance, Monash University; Dean Paatsch, Director of Governance Services, SIRIS; Michaela Healey, Company Secretary, Orica Limited; Steve Gibbs, Chief Executive Officer, PSS/CSS.S.

Description: The governance-related failures of many high-profile companies – including Enron in the US and HIH and One.Tel in Australia – have seen corporate governance assume an unprecedented importance. An initial focus on auditor independence has been followed by legislative, stock exchange and investor action on executive remuneration, board composition and financial disclosure.

This conference is an opportunity for professional advisers, regulators, directors, auditors and academics to hear, and speak to, leading corporate governance advisers, commentators and scholars from the US, the UK and Australia.