[1] The statute is administered by a single national regulatory authority, the Australian Securities & Investments Commission (ASIC).
Upon Federation in 1901, the Constitution of Australia granted limited powers in relation to corporations to the Australian Parliament.
The states and the Commonwealth co-operated in the formation of uniform national companies code which was legislated in each jurisdiction by 1962.
This attempt at a complex cross-vesting arrangement by the states, territories and Commonwealth was ruled invalid by the High Court.
In Strickland v Rocla Concrete Pipes Ltd (1971)[4] it was held that laws with a sufficient connection to the trading activities of constitutional corporations were valid.
For a branch office of a foreign company, ASIC will issue an Australian Registered Body Number [Wikidata] (ARBN), which is similar to an ABN.
Corporations listed on the Australian Securities Exchange cannot deviate from one share, one vote rule (ASX LR 6.8).
Under CA 2001 section 249D, directors must convene a meeting if members with over 5% of voting rights request it in writing, stating the resolution they wish to be put.
[11] The CA 2001 section 136(2) gives the general meeting the power to alter or amend the company constitution by a 75% vote (a special resolution).
Since the Occupational Superannuation Standards Act 1987, the Occupational Superannuation Standards Regulations (SR 1987 No 322) regulations 13 and 15 required that equal member nominated trustees was required, or at least one member nominee in schemes with under 200 people.
Once a final dividend is declared, it becomes a debt payable by the company to the shareholder from the date stipulated for payment.
[14][15] Corporate Governance standards are not just a matter of comply and explain, and have been taken into account by the Australian courts when determining the scope of directors' duties.
Austin J held that it was a board responsibility to have functioning financial and audit committees with independent directors, as well as internal review and accounting standards.
The ASX Corporate Governance Council's Best Practice Recommendation 2.3 states the CEO and chair should be separated.
Australia has strong rules, similar to those found across the Commonwealth,[17] in allowing for removal of directors by a simply majority vote in an ordinary resolution.
For public companies, under CA 2001 section 203D,[18] there must be a meeting with two months' notice where the director has a right to be heard.
Australia has had a non-binding say on pay since the Corporate Law Economic Reform Program Act 2004 for its shareholders.
When directors have any interest in a transaction (i.e. they stand on both sides of a deal a company makes) they must give full disclosure under CA 2001 ss 191–193.
He failed to tell the Kia Ora board the true financial position of Duke Group, which was worse than expected.
[28] An objective standard of care was developed by the Australian courts, beginning in Daniels v Anderson[29] where a bank let a forex trader lose money.
The NSW Court of Appeal held by a majority that both the auditors and the company directors, whether executives or not, were liable for failing to exercise proper oversight.
However, the Liberal government introduced the Corporate Law Economic Reform Program Act 1999, with a new section 180(2),[30] containing a US style 'business judgment rule'.