Senate debates

Thursday, 2 December 2021


Corporations Amendment (Meetings and Documents) Bill 2021; Second Reading

1:25 pm

Photo of Amanda StokerAmanda Stoker (Queensland, Liberal Party, Assistant Minister to the Attorney-General) Share this | | Hansard source

I table a revised explanatory memorandum relating to the bill, and I move:

That this bill be now read a second time.

I seek leave to have the second reading speech incorporated in Hansard.

Leave granted.

The speech read as follows—

This Corporations Amendment (Meetings and Documents) Bill 2021 (the Bill) makes permanent the ability for companies, registered schemes and their officers to use digital technologies to meet Corporations Act 2001 and Corporations Regulations 2001 requirements in respect of meetings, sending meeting-related materials and executing company documents.

These reforms follow the temporary relief initially provided on 5 May 2020 through the Treasurer's instrument-making power, and then renewed through the passing of the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 as part of the Government's response to the Coronavirus crisis. As this relief is to expire on 31 March 2022, permanent reforms are necessary so that companies know their obligations and can get on with business.

The reforms contain enhancements to the temporary relief measures, and reflect feedback received during consultation. These enhancements ensure that companies are required to meet the same substantive regulatory standards regardless of how a meeting is held. Specifically, it requires companies to give shareholders a reasonable opportunity to participate, including the ability to speak or ask questions orally and in writing. It also provides shareholders that own at least 5 per cent of voting power to request an independent report or observation of a poll taken at the meeting.

It also provides companies and registered schemes with the flexibility to notify and provide documents in hard or electronic copy, and ensures that members have the opportunity to elect to receive documents in their preferred form.

The reforms allow documents to be signed and executed in flexible and technology-neutral ways to ensure that, regardless of whether company officers execute documents electronically or physically, the execution will be valid. The reforms extend the ability of company agents to make contracts and execute documents - including deeds - flexibly.

The Government will continue to ensure that regulatory settings are fit-for-purpose as we deal with and emerge from the Coronavirus crisis, as part of Australia's Economic Recovery Plan to create jobs, rebuild our economy and secure Australia's future.

Finally, the Legislative and Governance Forum on Corporations was consulted in relation to the Bill and has approved them as required under the Corporations Agreement 2002.

Full details of the measure are contained in the Explanatory Memorandum.

1:26 pm

Photo of Jenny McAllisterJenny McAllister (NSW, Australian Labor Party, Shadow Cabinet Secretary) Share this | | Hansard source

Labor supports making most of the changes that were introduced to help public companies manage their obligations during the height of the COVID-19 period permanent. But this support is not unqualified with respect to the changes affecting the conduct of annual general meetings. We have some concerns about the arrangements that are being proposed. In Labor's view, it is very important that the sanctity of rights and shareholder rights be preserved, and we are concerned about the potential dilution of these rights as a consequence of annual meetings being held virtually.

That is why my colleague Mr Stephen Jones circulated amendments to this bill in the other place. We are pleased that the government accepted those amendments. In particular, these will cause there to be a review of the effect of the bill and also the paragraphs in the bill that permit wholly virtual meetings will cease to have effect if a report on the review of those operations or those provisions is not tabled in each house of parliament within 30 months of the commencement of schedule 1 of the bill. With that protection in place, I can confirm that Labor will be supporting the Corporations Amendment (Meetings and Documents) Bill 2021.

1:27 pm

Photo of Nick McKimNick McKim (Tasmania, Australian Greens) Share this | | Hansard source

At every available opportunity the government has used the pandemic as cover to try to increase corporate power and decrease protections for investors and consumers. The Corporations Amendment (Meetings and Documents) Bill 2021 is the latest attempt to capitalise on COVID for the sake of the rich and the powerful. It would do that by making permanent the temporary dispensation granted to companies from having to hold in-person AGMs.

The Australian Greens accepted that that measure was necessary during the period of extended lockdowns, and we do support making permanent the capacity for companies to hold hybrid AGMs. However, we do not support the provisions in this bill that would allow companies to hold wholly virtual AGMs, because AGMs are one of the few occasions that corporations actually have to account for themselves publicly. They are an opportunity for investors to scrutinise what is being done with their money. But AGMs also serve a broader and legitimate public purpose. Just once a year, those who have the power to direct capital and shape economies, societies and people's lives, with all of the protection of a limited liability corporation, have to sit down and front up to ordinary people and look them in the eye and explain themselves and answer questions. It is this humbling of the executive class that this bill is seeking to avoid.

The pursuit of profit at all cost relies on those that run corporations being able to abstract themselves from any destruction that they are wreaking on people, on communities, on the environment or on the climate. For CEOs and chair people, the prospect of being personally confronted with the human or ecological cost of their actions or simply being quizzed as to whether they really deserve their obscenely large executive bonuses can be just a little uncouth. They can find it just a tad difficult.

Photo of Kimberley KitchingKimberley Kitching (Victoria, Australian Labor Party, Deputy Manager of Opposition Business in the Senate) Share this | | Hansard source

It being 1.30 pm, we will move to two-minute statements.