Wednesday, 28 September 1988 Madam SPEAKER (Hon. Joan Child) took the chair at 10 a.m., and read prayers. Madam SPEAKER —I have received a message from the Senate transmitting a resolution relating to a reference to the Joint Committee of Public Accounts on the management and administration of the Department of Defence computer redevelopment program and the supply systems redevelopment project. Debate resumed from 25 May, on motion by Mr Lionel Bowen: That the Bill be now read a second time. Madam SPEAKER —Is it the wish of the House that there be a cognate debate on this Bill, the Corporations Bill, the Corporations (Fees) Bill, the Securities Exchanges (Application for Membership) Fidelity Funds Contribution Bill, the Securities Exchanges (Membership) Fidelity Funds Contribution Bill, the Securities Exchanges Fidelity Funds Levy Bill, the National Guarantee Fund (Reportable Transactions) Levy Bill, the National Guarantee Fund (Participating Exchanges) Levy Bill, the National Guarantee Fund (Members of Participating Exchanges) Levy Bill, the Futures Organisations (Application for Membership) Fidelity Funds Contribution Bill, the Futures Organisations (Membership) Fidelity Funds Contribution Bill, the Futures Organisations Fidelity Funds Levy Bill, the Close Corporations Bill, the Close Corporations (Fees) Bill, the Close Corporations (Liquidators' Recovery Trust Fund Contribution) Bill, and the Close Corporations (Additional Liquidators' Recovery Trust Fund Contribution) Bill? There being no objection, that course will be followed. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General) —by leave-I introduced the Australian Securities Commission Bill and the two subsequent Bills on 25 May 1988 on the basis that they were to lie on the table over the winter recess to allow public exposure and examination of the Bills. In my second reading speech I foreshadowed and welcomed continuing consultation with the business community up to the passage of the legislation and referred to the role of my Companies and Securities Consultative Group in this process. Since that time there has been extensive consultation on the legislation. Many business organisations, such as the stock exchange and the Sydney Futures Exchange, have written or spoken to me on the legislation. The Consultative Group called for and received public submissions. It has rigorously and closely examined the legislation and considered the concerns raised by many business organisations and professionals such as the Unit Trust Association. I would like to again record my appreciation for the work of the Group. The overall response of the business community has been very supportive of the legislation. As a result of discussions with the business community and others, the practical operation of the legislation has been improved. These improvements will require amendments that will be moved in the committee stage of the debate. I will deal with the amendments in more detail in the committee stage. However, they can be generally categorised as follows: Amendments to the fund raising provisions of the Bill to clarify their operation, to increase protection for investors in respect of certain classes of fund raising and to identify those situations where prospectuses are not required. Amendments to ameliorate some unintended consequences of reforms which were to clarify and rectify some technical anomalies in the takeover provisions, the securities recommendations provisions and the licensing provisions of the cooperative scheme legislation. Amendments to bring administrative law elements of the Bills into conformity with Commonwealth practice. Amendments to clarify the role and power of the Australian Securities Commission; and Amendments to the futures industry provisions, which I foreshadowed at the time of the introduction of the Bills, to minimise any disruption as a result of the constitutional underpinnings of those provisions. The House would know that originally the Senate had a committee dealing with the companies and securities proposal and recommended legislation. I have been advised that the Senate wishes to have the Bills further examined and, for that purpose, proposes to establish a joint parliamentary committee. I understand the Senate does not object to the Bills in the sense that they establish a national companies scheme but, rather, wishes to satisfy itself that the drafting adequately provides for efficient capital markets while providing appropriate safeguards for investors. The stock exchange has written to me offering its support to the secretariat of such a committee. I have no objection to the proposal but, at the same time, I am anxious that this House have a chance to participate in any committee review of that nature. I am told that this creates some practical problems in the sense that it would appear that we do not readily have a capacity to move a motion here unless the respective committees agree to set up such a joint proposal. So I have in mind that, when the House deals with these matters, they will go to the Senate on the basis that the Senate will then refer them to the appropriate committee. That committee would then liaise with a standing committee of this House to set up a joint committee composed not of all the members of the respective committees but representatives of them so that they can take evidence and report back at the conclusion of that period, which I hope will not be beyond February next year. I also mention that, because of the nature of the background to this legislation there has been cooperation and continual discussions with my ministerial colleagues in the States. Recently I received a letter from one of the State Attorneys-General suggesting a special meeting of the Ministerial Council again to discuss the legislation. I would like to inform my colleague the honourable member for Ryan (Mr Moore) that it has been agreed there will be such a meeting in Sydney on 1 November this year to discuss this legislation. I thank the House for its cooperation. I wanted honourable members to know the position so that there is no doubt about the fact that I want more scrutiny of the Bills and, of course, the business community would like to be participating in that. Honourable members would have noticed that it even wanted to be involved with the secretariat. Mr MOORE(Ryan)(10.08) —The comments made by the Attorney-General (Mr Lionel Bowen) only add to the confusion which surrounds the total package of legislation before us today. In fact, he has just said that on 1 November there will be a meeting of the Ministerial Council at which this legislation will be discussed. The implication of that is that it does not matter what we pass here or what is referred to any committee or the Senate as the legislation will go to the Ministerial Council and the members of the Ministerial Council will then say, `We think you ought to have these changes', whatever the changes may be. So back to the drawing board goes the Attorney-General and he livens up the session with a few more amendments and we try it again. That is the implication of what the Attorney-General has just said. I do not know how the Attorney-General runs his business. He must have been a good mayor in the Kingsford-Smith electorate, but the way in which he runs the corporations and securities legislation which is before us is nothing short of scandalous. Yesterday afternoon 27 pages detailing 280 amendments were dumped on my doorstep. At 5.30 last night, while some officers were briefing me on these matters, the Attorney-General rang me and said, `We are going to call on all the amendments tomorrow', contrary to earlier advice. Mr Lionel Bowen —Of course we can do it. Mr MOORE —If you think that you can take in 280 amendments, successfully understand them, and put them into legislation in 12 hours, you should not be sitting here; you should be a justice of the High Court of Australia. This is an absolutely impossible situation and it characterises the whole presentation of this corporations package of legislation. There has been no consultation around Australia. A small group of faceless men were picked to sit on that committee on the basis of their being agreeable to this legislation. What happened when these amendments came out last night? Two members of the Companies and Securities Consultative Group rang me and asked me what the amendments were. Madam SPEAKER —Order! Would the honourable member for Ryan speak through the Chair and not across the table. The Attorney-General will cease interjecting. Mr MOORE —Those two members of the Consultative Group were obviously so well informed that they did not know what was in the amendments. They rang me to find out what was going on. In terms of the consultation process that went on, we have a small steering committee with six or seven members-people who are all highly connected with big business who were involved in the so-called consultative process. There were a number of satellite committees around the place, but my information is that they met only twice. It was the steering committee which had the most to say. When the Attorney introduced this package to the House in May and let it sit on the table, there was a great scurry because we had to pull out from the package a number of unintended consequences. Most of those unintended consequences went to the personal liability of members of the steering committee in relation to the legislation. They were quick to the draw: they were looking for points with respect to personal liability and not the overall law consequences at all. So they telephoned the Attorney-General and said, `You're a good guy, Lionel; you must get us off the hook on these things.' As a result, out came the amendments; but there was no consultation around Australia in relation to them. In fact the Attorney did such a good job that he consented to attend a meeting in Brisbane, which was advertised all around the countryside: Legislate or cooperate. Don't miss this debate. Of vital importance to company directors. The meeting was scheduled for 18 August from 9 a.m. until noon at the Sheraton Hotel, and admission was $40 for non-members, which is a high price to pay to listen to the Attorney-General. Nevertheless, 24 hours before the lunch it was cancelled. Why was it called off? The Attorney called it off because he did not want to go to Queensland and discuss what was happening in relation to company law. You cannot deny that: it is a fact of life. Madam SPEAKER —The honourable member will speak through the Chair, please. Mr Lionel Bowen —You are still not right, John. Mr MOORE —It is a fact of life. The lunch did not go on. The Attorney was due there and never showed up. So, in terms of consultation, the whole matter falls to the ground. There is no public demand around Australia for massive changes in corporate law-none at all. Certainly some weaknesses have developed in the eight years that we have had the cooperative scheme. There have been some weaknesses in the administration and some aspects in relation to company names; and there have been some aspects in relation to computer compatibility. However, there is no reason to change the whole company law because of some management structural problems. That is all it is. Any manager can sort out computer problems, naming rights, and so on. Instead of that, we have this massive package of legislation. What is the hidden agenda? What is the real reason behind all this? It is the fact that Labor has always wanted to have its hands around the throat of business through the corporate structure. By doing that it can ultimately implement through the corporate structure the recommendations of the Australian Council of Trade Unions (ACTU) paper Australia Reconstructed and achieve some of its other Fabian desires. That would not happen with Mr Nice Guy, the Attorney-General. I know the Attorney would not want to do those things, but there are a few mad hatters in his Party who would, and they make no bones about it. Senator Gareth Evans had some quaint things to say about corporate law in Australia. If the Government goes down the line of centralising power, as proposed in these amendments, ultimately the ACTU will ring up and say, `Hey, we want some people on the board of that company' or, `We want access to superannuation funds for all sorts of reasons' or, `We want to know all about the remuneration paid to various people within the companies'. Ultimately behind all this is the old Fabian desire to grab the neck of corporate Australia. It is the greatest grab for power by the central government of Australia without holding a referendum since the Constitution was first brought down, and the Attorney-General knows that as well as I do. In fact, I would think that after the last referendum the Attorney would not be looking around for too many more. The last referendum cost Australian taxpayers $46m. Yet it was only the Government and a substantial number of the Press Gallery who believed that the questions would be passed. I refer the Attorney-General to an editorial which appeared in the Australian Financial Review after the referendum. It stressed that people should not build monuments to themselves. Now that the referendum has fallen down, I guess we are now seeing the Lionel Bowen retirement memorial in the form of these corporate changes. It is worth looking at some of the real problems. Firstly, let us look at the constitutional validity. The legislation has been drafted so that as many heads of power, even those with only remote connections, are dragged into it. Even the draftsmen of this Bill apparently harbour grave doubts about its constitutionality. The legislation produces several overlapping provisions. In the event that any one provision is ruled invalid, it may be severed but others will remain standing. It is all right for the draftsmen but what about the practitioners who have had to wade their way through these convoluted and misguided clauses? I ought to refer here to the football case of Western Australia in which Sir Garfield Barwick, the Chief Justice at the time, warned against this type of draughting. He said that it was no doubt convenient for Parliament and the parliamentary draftsman to avoid the risk of unconstitutionality by using statutory definitions expressed in terms of the relevant constitutional power, but in the long run such a course may well prove highly inconvenient and costly to those affected by the statute, in this case the Australian business community. I think that those things ought to be well and truly looked at. On top of that we ought to look at the basis of some of these actions, which are based largely on the Byers opinion. According to the front page of the Australian, Byers said that we were in a very dangerous economic position. He said that the only way out of it was for the Constitution to be altered to give the Commonwealth Government control over industrial relations, incorporation of companies, and trading and financial and other markets. This clearly indicates that his overall optimistic legal opinion cannot be relied upon. If the Constitution must be altered to regulate trading and financial markets, why is the Government attempting to do just that here today without a referendum? The original legal opinion upon which this legislation is based is now off the rails. In his opinion Byers included mining, manufacturing companies, real estate and trustee companies but excluded recreational, scientific, education and charitable companies. Once one admits, as Byers has, that not every company is a trading or financial corporation, each company must then be examined on its own merits in the courtroom to see what category it falls into. These loopholes are everywhere and cannot by plugged. This legislation will lead to a consti- tutional minefield of separate Commonwealth and State legislation with consistent questioning and inherent doubts about where a company should be properly constituted. One particularly difficult category relates to companies which cannot carry on business activities and act as holding companies. There are hundreds of listed companies which fall into this category. Uncertainty will arise where a body corporate is clearly not a trading corporation and does not carry on interstate business-for example, building societies and friendly societies. The Attorney-General has openly welcomed a challenge to this legislation. That is a fine state of affairs. Litigation may take years, at a terrific cost to business, and all the while the business community will be operating in a climate of uncertainty. For example, a ruling that a company simply does not exist because the law under which it was incorporated is constitutionally invalid would be catastrophic to trade and commerce in Australia. In the first royal commission into the Constitution in 1926 Sir Owen Dixon said that it may be doubted whether a power which would extend to regulating all activities and affecting all transactions so long as they are carried on, entered into or performed by companies is a desirable one and that short of this it is difficult to confer power which will be sufficient for all purposes of company legislation. Dixon's words seem to me to have a ring of solidarity to them today as they did in those times. He said that he could not overestimate the seriousness of the constitutional question as it relates to these matters. There is a great parallel between the actions taken here in relation to this corporate legislation package and the actions taken in relation to the taxation legislation. The Bills before us today are most complex and certainly voluminous. The legislation is over three inches thick, over 3,000 pages and constitutes a complete rewrite-not just adjustments-of company law as we know it today. The legislation is dwarfed only by the almighty tax legislation. The Attorney-General might insist that that is not so, but I would challenge him. Even informed analysts conversant with the existing provisions of the Companies Code are finding that there is insufficient time to analyse the Bills. The absence of any draft regulations makes it impossible to comment on any provisions that are heavily reliant on the regulations, making any adequate analysis impossible at this point. Terminology which has been built up over the years and relied upon by practitioners has suddenly been turned upside down by draftsmen in the Attorney- General's Department. It is a definition-driven Bill. If I were allowed the time to do so, I could take honourable members through one of the definitions to show just how complex this legislation is. There are no fewer than 26 new definitions of companies alone. The sheer size and complexity of the legislation will lead to commercial uncertainty and will substantially increase compliance costs for business. Like the tax Act, users will not know whether to follow the spirit or the letter of the law. The tax laws and company laws need to be clear so that there is no contradiction between the spirit and the letter of the law. Companies are entitled to know precisely what their obligations are and to seek interpretations through the courts. I turn to some of the aspects of the companies and securities legislation. As I have said, I have read all 1,350 clauses. However, I am far from being an expert on them. The more I look at the legislation the more difficulties I see in it. Be that as it may, I have identified a number of areas which are of great significance. First, I mention the subject of plain English. There are difficulties with what is termed the plain English style of drafting in relation to this legislation. At this stage nobody knows what effect the changes in drafting will have on what is now well-settled law. The uncertainty that this will cause in the business community cannot be measured at this time. It is something that will come to the fore after the legislation is debated and implemented. Secondly, in regard to applications for registration, chapter 2 deals with the constitution of companies and in particular four different types of companies. First is the division 1 company, a new company incorporated under the legislation. Then there is the division 2 company, which is a company incorporated under the existing companies code of a State which must transfer its incorporation under the national companies legislation. Division 3 relates to a foreign company, a corporation incorporated to operate in Australia or its external territories which wishes to transfer its incorporation to Australia. Division 4 relates to a close corporation which wishes to convert to company status. There are difficulties with each of these companies. However, referring specifically to division 2 companies, we are talking about companies currently registered under the various State codes. Under the national companies legislation these companies must make application for registration after the legislation becomes law. I do not know the exact number of companies in Australia, but they certainly run to hundreds of thousands. However, I suggest that this new requirement will involve thousands and thousands of applications under the new process and the time and cost to industry will be enormous. Thirdly, I refer to activity statements. The application must also be lodged with what is to be termed an activity statement. A company is required to lodge an activity statement every 12 months. This is in addition to the annual return which is currently to be lodged. This extra piece of paper or regulation has been introduced on nothing other than constitutional grounds to establish a sufficient nexus between the particular company and the corporations powers under the Constitution-that is to say, by filing the activity statement a company will need to disclose whether it is either a trading or a financial corporation to prove that it is carrying on activities which would make it such. The difficulty that arises in respect of the activity statement is that where one has a company which may be more than a holding or investment company-it is neither a holding company nor a financial corporation-such a company would find itself in a state of limbo. Indeed, the legislation seems to acknowledge this in acknowledging that companies will become dormant from time to time. On a literal reading of the legislation it would seem that if one has a company which becomes dormant for more than three months it is duty bound to be wound up. With respect, that appears to be ridiculous. Clauses 810 to 816 of the Corporations Bill provide for a new register of all persons who hold proper authorities from the licensee to be kept by dealers and investment advisers. The register shall be in writing and shall contain a copy of the proper authority. While this register of proper authorities will indicate who is empowered to act as a representative, it will not deal with the problem of evidence as to whether a particular action occurred within a representative's power of agency. In regard to this provision Butterworths Company Law, No. 8 of 1988, states: One wonders whether the new structure will be seen as so unwieldy and complicated that it will be preferable to persist with the old system of licensing the representatives. The cost to dealers and investment advisers of maintaining the register of proper authorities will be significant and will involve a great deal of paperwork. And so it goes on throughout the entire process. While the explanatory memorandum states that the acquisition of shares code provisions are more logical and simplified, there are many clauses that go against this completely. In terms of vetting, we have seen an attempt not only to abolish part A statements, but also to eliminate the vetting of prospectuses. The amendments brought forward last night change that. I am yet to fully examine the consequence of those changes. In terms of the part A statements, which currently are required to be submitted to the National Companies and Securities Commission (NCSC), under the new provisions companies will get 24 hours to ensure that the appropriate people have signed them and they have been sent out. There is no liability on the NCSC, or the proposed Australian Securities Commission, to take responsibility for what is in there. That responsibility is pushed back onto the experts. I will press on to some of what I call the other amazing areas that have been brought up. We find that there are to be set up an advisory committee, a panel and the Australian Securities Commission (ASC)-three new bodies. The Securities Commission apparently will take over the day to day workings of the NCSC. It will have no policy role. That apparently was advocated by the Attorney-General's Department. An advisory committee has been set up. It will be hand-picked by the Attorney-General and, I was informed by departmental officials in my briefing yesterday, will have its own secretariat. The amount of money involved is unstated. This committee is due to advise the Minister on all matters relating to corporate law. Madam Speaker, I draw your attention to the classic Yes, Minister case: members of the Consultative Committee come to town, are picked up in a Commonwealth car, and are taken for morning tea with Lionel. They tell him what a great job he is doing in this area, and say, `Thank you very much for putting us on this committee. It all helps us down the track in Pitt Street and Collins Street. However, there are one or two things we would like put into the legislation that you might consider'. Out of the door, into the Commonwealth car, and home they go. The first person through the Attorney-General's office the next morning is the Secretary to the Department. There are no greater protectors of empires than departmental secretaries. The Attorney-General knows that as well as I do. They are the first to defend their ground. Three points have been brought up by this Consultative Committee, and they all make good sense. The Secretary says to the Attorney-General, `The first point is not bad; we are already looking at that. We have a committee looking at the second point, and I think we will tack it onto the other Bill that will be brought in next week. The third point is really not relevant; we will not have any more of that'. `Yes', says the Attorney, `that is quite right'. He is too busy to worry about those types of things. The Secretary will win hands down. The Attorney knows that as well as I do. This advisory group may be great window dressing. It may give something to all members of the advisory committee to beat up their egos, but the realities are different: company law in Australia will be captured by the Attorney-General's Department. There are many fine lawyers there, but I am yet to concede-and I will never concede-that corporate law in Australia is best run from Canberra. Any person who has been a practitioner in the area of securities or banking will tell us that the activities taking place in Pitt Street or Collins Street are far more up to date, totally contemporary, and relate to the international scene. It takes a long time for policy items from those areas to be caught up with here in Canberra. The area of the panel is another matter which should be looked at. The concept is that the Australian Securities Commission can act only as a policeman-going around, delving and making various inquiries. Then it must seek an audience with the panel in order to make a declaration as to whether the activities are unbecoming. When members of the panel eventually come together and the submission is put forward to the Commission, time has gone by. The essence of the financial market is decisions. A decision must be made as the situation arises. It cannot be allowed to drift down the track for six months or even a month as appears to be the case in this legislation. I might be wrong about that but that is my impression. While I hope that the panel system will work-it has a relationship to the position in London-there are examples which I believe will cause some trouble in the future particularly in relation to the need for speed. There is also a tremendous need for market practitioners to be involved in the panel. There is no point at all in having on the panel people who are unrelated to the market attempting to make decisions in this area. I want to skip through this huge package and finally say a few words about the steering committee. The Attorney-General said in introducing this legislation that the steering committee had sought wide consultation. I am led to believe that the committee received only 20 submissions, of which only 18 were relevant. That was despite all the advertisements placed in the newspapers. This is the great way in which the Government attempts to bring about these amendments to our law-18 submissions as a result of advertisements all around the countryside. Yet the Attorney-General sweeps in here and tells us that there is such great control. No attempt has been made to get widespread support for or understanding of this matter and there has been no attempt at all to ensure that users, outside a small group, are in any way associated with the remarks that have been made. As a consequence, I wish to move the amendment that has been circulated in my name. I move: That all words after `That' be omitted with a view to substituting the following words: `Whilst not declining to give the Bill a second reading, the House is of the opinion that all of the Securities Bills and the circulated amendments of the Government should be referred to the Standing Committee on Legal and Constitutional Affairs which should confer with a similar committee of the Senate.'. In moving that amendment, the Opposition wants to see the whole package of Bills canvassed around Australia properly so that people have time to consider the components of the amendments put forward and the real aspects of them. So many areas have been undiscussed. There are so many areas of Australia-as the honourable member for Denison (Mr Kerr) would know because in his part of Australia this legislation is not wanted-which want to see this Committee going around Australia interviewing people in Perth, Adelaide, Hobart and Brisbane and hearing what they think about the legislation. This is not a unitary country; it is a federation. The Attorney-General might live in Sydney and think that everything is okay, but people do not live by Sydney alone. Mr Lionel Bowen —Nor Brisbane. Mr MOORE —No, but it is better than New South Wales. As a consequence of that, the proposal we are putting forward in our amendment would be in the best interests of the Australian business community. In looking at these matters, the Opposition would like the Bills to be considered not only in relation to the new law that has been brought about but also as they relate to the continuing operation of the cooperative schemes in company law. This has been brought about over an eight-year period during which many benefits have flowed. The Opposition seeks to continue the cooperative arrangements as they relate to company law. However, there has developed in Australia a need for some upgrading of the takeover code as it relates to the securities industry. In that period we have seen the development of the Australian Stock Exchange in which the various capital cities' stock exchanges-the Australian Stock Exchange, Brisbane, the Australian Stock Exchange, Melbourne, the Australian Stock Exchange, Perth and so on-have formed into one body. As a consequence of that they have been able to achieve a harmony in the Stock Exchange which frankly I would not have thought possible from my days as a member of a committee of one stock exchange. Irrelevant jealousies between Sydney, Melbourne and the rest of the provincial capitals meant it just did not seem at all possible. It seems to me that when this committee reviews these matters it ought to look at the relationship that has developed and see whether there is a role for a Federal law pertaining to the takeover of companies-to the takeover code itself, not company law. I draw that distinction. We might well find that the takeover code and the associated interest might be best placed in the Federal structure. But certainly that does not apply to company law. As a consequence of such action we would be ruling out some of the activities that State governments have undertaken over the years-be it Bolte in relation to Ansett, Wran in relation to a lot of his mates in New South Wales or Bjelke-Petersen in relation to a lot of his mates in Queensland. This should in no way affect company law and the role of each State corporate affairs commission (CAC). The relationship between the State CAC and its regional commercial centre is vital. Cutting that off and making the State CAC a branch office for Canberra would completely denude such relationships. The Attorney knows as well as I do that when taxation law was made uniform the role of State commissioners was changed to the role of deputy commissioners. Up until the 1970s one was able to get a reasonable decision on most matters from the deputy commissioner in one's capital city. Today he is no more than a post-box. All power is down here with Boucher. If we ask a local deputy commissioner for a decision, he will not know. He is a branch office; he will find out. The same will apply to this matter before you can say `Jack Robinson'. (Extension of time granted) I thank the Attorney. To conclude, it is important to draw a distinction between the role of company law and the role of the takeover code. They are totally distinct areas. We have to take note of the developments that have occurred in the stock exchange in the last few years and of the development of certain related areas. That is what such a committee, if it were established, would have a look at. It would have to take soundings from around Australia to see what people think outside Pitt Street and Collins Street, which have had a dominating influence in this area to date. The Opposition will not be opposing the Close Corporations Bill. It is a new concept. It brings about rather than a memorandum and articles of association more a statement of intent that has to be registered. Shareholders must number no more than 10. One aspect of these changes is that they do lift the corporate veil. I think it is common practice in the corporate world these days for any private company or partnership that seeks accommodation in some form, by way of loans or whatever other way it may come about, to be required to give personal indemnities to the authority which is lending the money, be it a bank, an insurance company or whatever. So while common practice dictates that the companies themselves can be of straw but the men of substance are the shareholders, in this case we are institutionalising the lifting of the corporate veil. I can understand the reasons behind that. However, the precedent being set in this manner gives rise to concern regarding its extension into other areas. Because of that I draw people's attention to it. It would not be our intent to see the lifting of the corporate veil in that manner. If we were in government, we certainly would not extend it. Indeed, I think that the basis of the close corporation as put forward in the Bill is not anywhere near as attractive as many of the people promoting it would think. Whilst we are not opposing the Bill, I strongly advise all people in the small business sector who may wish to take advantage of it to take considerable advice on the matter because it strikes me, on reading the Bill, that there may not be the advantages over the existing situation in it that have been trumpeted. Close corporations will still be required to lodge documents. They will still be required to give an account of their activities. They will no longer be required to keep certain accounts. I have always thought that one of the failings of small businesses has been in their accounting. If they were forced to practise the discipline of accounting one would generally find that their rate of failure would diminish. Under this legislation there will be no requirement for them to account, except to themselves. I suspect that that will be an invitation to them to walk away from adequate accounting, which will only lead to more trouble in the future. However, as I said, we will not be opposing the Bill. I come back to company numbers. Let us look at the new provisions regarding the naming and numbering of companies. The legislation provides that each and every company will have a number akin to an ID card for companies. It must appear on all company documents, in other words, on the company seal, on its publications and negotiable instruments. It appears that the only persons to benefit from this will be the printers. Why are numbers now required? If all companies are to be registered federally, many companies' names will be identical or will overlap. According to the Government, the only way to resolve this chaotic situation is to give each company a number. Companies existing at the time of the introduction of the legislation are able to retain their names, even if those names are identical to the names of companies in other States. So the legislation will override the State business names Acts. Consequently, a company will be able to use a well established business name, forcing its proprietors to take passing off action in the Federal Court of Australia. In a recent, well known case the appellant was forced to pay costs of $140,000. It is highly unlikely that small businesses will be able to protect themselves against predators or large, unscrupulous corporations which may walk across State boundaries in this way. The consequences of this, as the Attorney would know, will be that all State boundaries are pulled down. We could have Arnott's biscuit companies nos. 1, 2, 3, 4, 5 and 6. Which one will the man in the street choose? The honourable member for Curtin (Mr Rocher) would probably choose No. 5. As a consequence, a person's commercial activities would be at risk. In looking at this situation, normal sense indicates to me, in trying to settle business names across Australia rather than coming up with this solution, that one of the consequences will be that many companies, especially in the financial area, will ultimately be registered, for example, as company No. 126 Pty Ltd. That might be convenient and easy, but it is the inevitable consequence of these naming operations. Mr Rocher —They might be known by their tax file numbers. Mr MOORE —Certainly, we will have help in relation to that. With regard to the takeover code, whilst the explanatory memorandum states that the acquisition of shares code provisions are more logical and simplified, the number of sections dealing with the subject is to be increased from 62 to 157. The chapter is peppered with changes; new concepts and definitions which will create a new area of litigation and uncertainty. The major change concerns the abolition of the vetting of part A statements and profit forecasts. Lip service is to be paid to pre-vetting of part As. In effect, the Commission must take a decision to be registered by 5 p.m. on the day following the lodgment. Commission staff who currently have a detailed knowledge of the workings of the takeover code will no longer be needed. Clerical staff will be necessary only to check the signatures. A major law firm recently praised the work of the CACs in this respect. It stated that the staff were efficient and speedy and that their attitudes were commercially practical and constructive. This source of expertise will be lost. It will not be available either to the public for consultation or to the Commission to enable it to adequately investigate breaches and the enforcement of the legislation. The question is also raised as to whether the interests of shareholders and the public will be sufficiently protected. I say that because in many cases a part A takeover document, when lodged with the NCSC, has a great number of variations made to it at the behest of the Securities Commission. In all cases that I can think of that has not only been beneficial to the shareholders of a company that is under attack but has also alleviated legal necessities and challenges which would have occurred if the part A statement had been issued in its original form. One does not have to look very far for examples of what might have occurred. I refer in particular to the Bell takeover documents and the changes that occurred in that regard. Under the proposed scheme those would not have been stopped. The documents would have been sent out. The shareholders in receipt of those offers would have acted, only to find subsequent legal action being taken. The ordinary investor would be disadvantaged by those actions. Mr DEPUTY SPEAKER(Mr Leo McLeay) —The honourable member's time has expired. Is the amendment seconded? Mr Rocher —I second the amendment and reserve my right to speak. Mr KERR(Denison)(10.48) —The most telling point made by the honourable member for Ryan (Mr Moore) in this debate is that Collins Street and Pitt Street are far ahead of this Parliament in responding to corporate realities in the 1980s. That apparently provokes the response from the Opposition that it should so remain; that this Parliament should not modify or bring its procedures up to speed or find an effective way to respond to those changed environments; rather, we should be atavistic; we should look back to the days of the 1930s and 1940s and the views then held by the judges who were quoted in this debate and who thought that it might not be appropriate even to have a national companies scheme. The practical reality is that Australia has changed since Federation, and the systems that operated clumsily and tentatively in the first stages of the development of our nation to respond to the new corporations that were then only a recent legal invention are no longer appropriate. The world has changed significantly and the corporate style and mechanisms and the way in which Australia operates as a nation have changed. No more are we six separate colonies from an economic point of view. We are effectively a nation with a national economy, with trading corporations and financial corporations which act across State boundaries. To look backwards and to say that we should still have different answers applying to different kinds of business transactions in different States is simply to dream of a nostalgic past which is no longer appropriate or constructive. That is what we are asked to dream about. The honourable member for Ryan quite plainly looked back and said, `Once upon a time you could go to a Deputy Commissioner of Taxation in one State and get an answer that was appropriate and different from that of commissioners in other States'. We can no longer run a legal system for companies and for tax in Australia that gives different answers for those who are doing business in New South Wales or Tasmania. Why should Tasmanians be disadvantaged by a particular ruling or a set of guidelines that flow from a local office? Why should those in New South Wales follow different procedures from those that apply in other States? Simply put, the answer is that it makes no sense at all. It is most appropriate that the Australian Government has brought before this Parliament in this bicentennial year legislation that reflects our new national maturity. We are no longer six separate colonies. We no longer treat companies as new, exciting and recently invented legal figments. It is no longer appropriate for individual States to have companies using the same names trading in different jurisdictions within Australia. We are looking towards having a national scheme. The reality is that all concerned in business share those views. A surprising suggestion that is put to us is that there has been no consensus on this issue; that there is no major call now for uniform national legislation in this area. There has been a significant call for such legislation, not only from this chamber but also from the Senate. The then Senate Standing Committee on Constitutional and Legal Affairs in its 1987 report concluded that the cooperative scheme had outlived its usefulness. It unanimously recommended that the Commonwealth introduce comprehensive legislation to assume responsibility for all areas covered by the existing scheme. That unanimous call reflects a common perception not only in the business community and the legal community but in the community generally. We can no longer get by with coach and buggy rules, cobbled together as well as possible in the earlier circumstances, which no longer keep us up to date with what is happening in Pitt Street and Collins Street. It is no good being romantic or backward looking and atavistic about these kinds of notions. If this Parliament is to treat the Australian business community in an appropriate manner, to keep up with the business community, to reflect the changes in the market, to reflect the changes that have transformed Australia's way of doing business, we cannot simply say that we rely on answers from the past. Even the honourable member for Ryan, the shadow spokesman on this issue, points out that there are deficiencies with the cobbled-together federal scheme. There are a number of difficulties. For years, divergencies have occurred between the different States and, more fundamentally, there is the problem of responsibility-the problem of who controls the direction and thrust of that scheme. At the moment, no parliament, government or Minister is responsible for the direction and progress of the operations of the scheme. This has given rise to considerable resentment and difficulties amongst the various States that have participated and also amongst the business community. It is no longer appropriate to overlay artificial boundaries on the national economy. It does a grave disservice to the business community and to Australia generally to seek to continue artificial State boundaries in this area. The Government has seized this opportunity, has brought in a package of legislation and has undertaken extensive consultation with the business community. It is no surprise that a significant number of amendments have been brought into this place today. We would expect that after the undertakings of the Attorney-General (Mr Lionel Bowen) and his commitment to that process of consultation. Of course, that process has resulted in the business community's views being heard and in the amendments that are now before the Chair. But let us look at the responses that have come from members of the Opposition because really they are not responses that do credit to the proposals before the House. The reality is that we have a scheme that is based on the Australian Constitution. But what is the response of members of the Opposition? It is a two-bob each way attack. Firstly they attack us by saying, `The Australian Constitution is a remarkable document which should not be changed. It serves us well, we should keep it as it is and we should reject change'. But when we exercise the powers that exist within the constitutional framework now and we utilise those mechanisms, as we are doing in a practical and efficient way in this draft legislation, we are accused of using the Constitution, of relying on too many heads of power giving rise to legalisms and difficulties of interpretation. What nonsense! It is exactly the process that the draftsman has used in the trade practices legislation. It is a process that has been utilised in many pieces of Commonwealth legislation introduced by both Labor and Liberal governments. It is a process which takes advantage of those provisions which exist presently in the Constitution. What are we asked to do? We are asked not to exercise the power that the Constitution confers, to pretend that we do not have those powers, to look backwards to days when the High Court of Australia was more narrowly literalistic in its interpretation. The debate from the Opposition side in this House has simply been a call for nostalgia, to stay where we are, to change nothing, to respond to nothing and not to accommodate the realities of the change in our business and political environment. It has been suggested that we do not have a unitary system. Of course we are not a unitary system-we are a federal system-but the Constitution gives to the Commonwealth Parliament certain express and implied powers. One of the express powers given to this Parliament and to the people of Australia to be exercised in the national interest is the power is to make laws with respect to financial and trading corporations. There are other powers upon which this legislation depends and can be upheld. What nonsense to criticise the Parliament for seeking to exercise its legitimate and proper role in these areas! Significant changes have been introduced in this package of legislation. One of the more significant changes, and criticism of this change is again a reflection of the backward looking views of the Opposition, is that it uses plain English. What a shock, what a revolutionary proposal! I suppose that we might even suggest that it is Fabianism or socialism to use plain English in legislation. It obviously worries the honourable member for Ryan that it does so. The honourable member for Ryan complains that no-one knows what plain English means. It is a difficult proposition to put forward and I imagine that it is a difficult proposition for those who have complained so often to us of the difficulty of reading legislation expressed in language that only lawyers are capable of translating. I would have thought that it would be in our interests, as a parliament, to work towards expressing all our legislation in plain English; that this is a course of conduct to be commended rather than to be criticised. I have no doubt at all that those who enter into the business community will be pleased if it is possible to state in plain English the intentions that are being expressed in this package of legislation. These are not simple concepts but it is important to express them as simply and clearly as possible. I would have thought that a criticism of expressing those intentions in plain English simply misses the mark. There are many important substantive points about this legislation. I only pause to address a number of the more significant issues that come to my attention. The first point is the introduction of the close corporation scheme. It is a very important innovation directed towards the interests of those small businesses which presently find the processes of incorporation unduly rigid. I am delighted to note that the Opposition does not oppose the close corporation scheme. However, in the Opposition's less than fulsome appraisal of the scheme, there was a suggestion that there may be a precedent in the intention of the draftsman to permit personal liability of those who are members of a close corporation under certain circumstances. In that regard it is important to note that provisions in part 15 of the close corporations Bill are very limited in their application and apply only in circumstances where, for example, the number of members of the corporation has been permitted to exceed 10, which is the limiting number; where proper accounting records have not been kept; if the corporation acts as a holding company; and if corporation members continue to trade once insolvent without taking appropriate and remedial action; and in other such limited circumstances. Essentially, the Close Corporations Bill reflects the desire of the small business community in this area to have an efficient, simple process of incorporation which, on the one hand, protects members and gives them the shield of corporate protection but, on the other hand, makes sure that if such corporations continue to trade, for example, once they know themselves to be insolvent, creditors are not defeated. These are important steps forward. The other point that I think it important to mention-to the best of my knowledge it has not been raised in this debate-is the landmark decision to abolish the doctrine of ultra vires. The doctrine of ultra vires has been a blot on the way in which corporate law has evolved. Originally, when a corporation was something of a novelty, the courts sought to restrain this new legal creature from acting outside the boundaries of restrictive memorandums and articles of association. In so far as that applied to restraining a company from acting other than as its own incorporating documents declared it to have powers, that made some sense, but it also caused enormous difficulties for people having contact with corporations. If people entered into a contract with a corporation which had no power-for example, they entered into trading contracts or any particular form of activity-those who were said to have notice of that lack of power, by the fact that the memorandums and articles were registered, could find themselves facing legal difficulties. All that complexity of law has been substantially swept aside in both the close corporations area and in the corporations sector as a whole. In the close corporations legislation the relevant provisions are found in clauses 43 to 44 and, in the Corporations Bill, in clauses 159 to 164 onwards. Let me address the provisions in the Corporations Bill itself. Similar provisions apply to close corporations. In addressing those provisions in particular I make it plain that anyone having business with a corporation can rely on certain presumptions. Presumptions that can be relied upon are: that at all relevant times the company's constitution has been complied with, that the persons who appear on the returns as directors, executive officers or secretaries, have been duly appointed, that the people who are held out by the company to be officers or agents have been duly appointed, that those who appear to have authority to issue documents on behalf of the company have such authority, and the like. That means that people can do business with companies without being at some risk that a sharp legal representative at a later stage may be able to raise some technical defence to that transaction based on documents that a person has not sighted. The objects of the provisions are set out in section 160, which explains that the objects of sections 161 and 162 are to abolish the doctrine of ultra vires and its application to companies and, without affecting the validity of companies dealing with outsiders, to ensure that a company's officers and members give effect to the provisions of the company's constitution. So it will still remain possible to prosecute those who deliberately flout their own company's constitutional memorandum of association but, at the same time, there is protection for those who have innocent dealings with companies. They are very important, perhaps technical, provisions, but they are appropriate to respond to the undue technicality of the law that has evolved with respect to the question of companies' powers and the limits that are placed on those powers by the doctrine of ultra vires. Finally, this package of legislation provides an effective mechanism for dealing with the total range of company activity in Australia-from the largest corporations which are active in the international sphere and in Australia's national market to the small corporations which will benefit from the close corporation scheme and its flexibility. This legislation is evidence that the Government is looking forward and is trying to make sure that Australia's legal system keeps up with the rapid advances that are occurring in the world. It is evidence that the Government is not looking backwards, is not seeking reassurance from the past but is instead grappling with the realities of the present and facing the challenges of the future. I commend the package of legislation to the House. Mr ROCHER(Curtin)(11.08) —This package of Bills represents some of the most important legislation to come before the House in recent years. However, as the honourable member for Ryan (Mr Moore) pointed out, some 280 amendments have been circulated in the last two or three days at best. Mr Moore —Last night. Mr ROCHER —Only last night. A whole raft of amendments was introduced in this place this morning. And the stated intention of the Attorney-General (Mr Lionel Bowen) is that we should proceed to the committee stage later today. That is a preposterous proposition. I hope that on reflection, and to enable sensible consideration of all the amendments in the committee stage, the Attorney-General will consider amending the parliamentary program so that all interested members will have a chance to examine the amendments. It was quite a proper yet rare thing for the Government to allow the legislation to lie on the table over the winter break to enable people to examine it. The Government claimed credit for that, and it was a very commendable action. However, the Government is writing off all that good work and the opportunity that some of us had to consider the legislation with its intention to force these amendments through the committee stage later today. It makes the Attorney-General's earlier good intentions meaningless. The legislation seeks to achieve in companies law what the famous uniform tax case has long since established in the area of taxation. If our current tax laws are any indication, the already extensive Bills before us today should be greeted with some trepidation. The Commonwealth takeover of all companies legislation is a recipe bordering on total control and regulation of Australian business. As the honourable member for Ryan said, it is a massive grab for power; or is it a grab for massive power? The few parts of the legislation which simplify procedures for Australian companies do so at the expense of conceding the power to regulate to a single central government. Perhaps supporters of this scheme are confident of their ability to keep a check on the regulatory inclinations of Federal governments and the inevitable clutch of accompanying bureaucratic advisers in the Public Service. However, past experience leads me to be less than optimistic about that. The participation of the States in the present cooperative scheme might seem to be a hindrance now, but it is a valuable limit on the possible excesses of Commonwealth governments. The number of members opposite who have a genuine belief in deregulation and free market principles is very small-in fact, one might say that it is minuscule. The necessity of deregulation now will not tomorrow guarantee any freedom from the old doctrine of the Australian Labor Party (ALP), its old Fabian doctrine and tenets. Over the years the ALP has proposed 13 constitutional amendments which would have either directly or indirectly expanded Commonwealth power in the areas of companies law and commerce in general. All of them have been rejected by the people in referendums. So the Government cannot claim any mandate for these changes. There is no demand, no-one is knocking down our doors for us to legislate in this way. By refusing to amend the Constitution Australians have already specifically denied the Attorney-General the power that he seeks for the Federal Government through this legislation. The constitutional barrier is the most significant obstacle to the operation of this legislation, even if it should pass through Parliament. The Government must come to realise that it does not have absolute power, and it must know also that it cannot achieve all of its goals through legislation. Indeed, and thankfully, the Government is prohibited by the higher law of the Constitution from legislating in many areas which, although very important, are simply not the responsibility of the Commonwealth. To be bound by a democratic Constitution is not a constraint which appeals to the ALP or the current Federal Government. This Government does everything it can to weaken, undermine or avoid the constitutional limits on Commonwealth power when and for as long as it sits on the treasury bench. In the referendum of 3 September Australian voters rejected the deceit of the proposals put forward and the Labor Party's discontent with our Constitution. In these Bills the Attorney-General demonstrates again a Napoleonic desire for overall control in the field of Australian law, notwithstanding that the defeat of the 3 September referendum effectively saw the Attorney-General banished to his Elba after his failure to secure further Commonwealth powers. Unwilling, it seems, to accept defeat, his reaction to that debacle was a tirade of abuse, insulting the commonsense of all Australians who simply did not accept his points of view. This companies legislation now represents the Attorney-General's Waterloo, and it represents his last chance to secure power which the Commonwealth does not possess and which it was not given under the Constitution. The legislation also promises to be the Attorney-General's last hurrah, given his impending retirement. He finds opposed to him a wide coalition of the States, business groups, professional associations and informed legal opinion. Like Napoleon, even old friends in the Labor State governments are opposed to his schemes but, like Napoleon, he refuses to concede another defeat. Yet I hope that his eventual absence from this place will be the metaphorical equivalent of St Helena, only much more pleasant and enjoyable because he has earned a pleasant retirement. The Commonwealth already has significant constitutional responsibility in areas affecting companies, securities and other areas of commercial law. These include banking, foreign trade and commerce, insurance and bankruptcy. In particular, section 51 (xx) of the Constitution grants power over `Foreign corporations, and trading or financial corporations formed within the limits of the Commonwealth'. Informed legal opinions suggest that these wide powers are not sufficient to allow the Commonwealth to implement its national companies scheme. The Law Council of Australia is of the opinion that some corporations which are presently covered by State legislation do not fall within the constitutional power of the Commonwealth. Again the honourable member for Ryan has mentioned some of those. Because of this, it is clear that the States will need to maintain parts of existing legislation, producing a new system of dual responsibility with new and terribly confused divisions of power. If the Law Council is correct, the Bowen plan, with its effective usurping of State corporate affairs commissions (CACs) becomes unworkable. The present cooperative scheme, for all of its particular problems-problems which, incidentally, can be reformed-at least overcomes the problem of dual legal responsibility through existing parallel legislation. It is apparent that this proposed legislation fails the constitutional test which is the first test which legislators must apply to Bills before this Parliament. Leaving that aside for the moment, there are other aspects which warrant attention. When considering legislation it would usually make sense to consider the details of the Bills to be able to judge whether those details are in accord with the Government's objectives and whether those objectives are desirable. That is not possible with this legislation. The Attorney-General has made it clear that he is less concerned with the details and effects of these Bills than he is with achieving his objective of a nationalised system of companies legislation and control. The corporation Bills and accompanying proposals are, according to the Attorney-General, substantially the same as for the existing cooperative scheme. The cooperative scheme was conveniently overlooked by the previous speaker, the honourable member for Denison (Mr Kerr), who seemed to think that there were no provisions and that progress had not been made. He spoke wistfully of colonies and the fact that we had progressed past that stage. That was pretty apparent to anyone. The changes which the Attorney-General outlines are mainly in areas of procedure or administration, rather than major changes to the regulation of corporations, or so the line goes. Let no-one be fooled. The changes to the administration of company law will undoubtedly impose greater centralisation. Bestowing, as it will, unlimited Federal Government control of companies law, this legislation has the potential to be first in a series of measures to re-regulate Australian corporate practice. I would not trust any government of any political complexion with the regulatory powers which passage of these Bills will confer. On top of the existing corporate affairs commissions, this legislation proposes to create an Australian Securities Commission (ASC). The ASC will take on the regulatory and investigative powers of the National Companies and Securities Commission (NCSC) but they will be greatly enlarged. It is further proposed that the State CACs are to act as delegates or agents of the ASC in the States. This administrative scheme effectively introduces a further large bureaucratic structure to regulate Australian business. But even that is not all. The limited enforcement powers now vested with the NCSC will be strengthened and they will be exercised by another new body, the Corporations and Securities Panel. Mechanisms will still have to exist for consultation with State governments over the funding and activities of the corporate affairs commissions, as well as the return of seven-eighths of the revenue raised under the scheme to the States. Legal jurisdiction over the scheme will be vested in both the Federal Court of Australia and the State supreme courts. Thus the potential confusion of and cost to be borne by future litigants are further compounded. In addition, as if to add confusion to confusion, a Companies and Securities Advisory Committee is to be set up to provide consultation with `a broad spectrum of community interests'. No doubt this Committee will include the usual bevy of unrepresentative trade union leaders and so-called consumer advocates. The long list of administrative changes which will add the new quangos these Bills propose to establish clearly contradicts the Minister's claims that the goal of this extensive package of legislation is to simplify existing companies law. It is something of an understatement to observe that the new procedures are not obviously or even arguably more simple than those of the present cooperative scheme. The ultimate goal, and it is an unmitigated goal, of these administrative changes is the centralisation of power. That also happens to be a major platform for objectors. Advocates of the Bowen plan argue that the changing nature of a national economy and internationalisation of commerce require national uniformity, rapid responses to these circumstances and clear centres of power and authority. In short, any change is said to require greater concentrations of power in the hands of the Commonwealth and its bureaucrats in Canberra. That is demonstrably wrong and it is demonstrably short-sighted. Commerce throughout the world is clearly changing and probably at a rapid pace but those changes have shown the inability of centralised systems to adapt to desirable change. Increasingly, successful governments overseas have discovered that diversity and flexibility are more effective than a single uniform national system along the lines now proposed by the Attorney-General. Australia is a federation. Differences between the States do exist. If nothing else, the distance from Canberra to Perth is so great that it enhances the value of local knowledge and works against efficient regulation from afar. Many Western Australian representatives of business and business owners in that State have already experienced the frustration of dealing with a regulator who has no knowledge of the operations of a particular firm and because of the distance and expense of travel has no prospect of ever acquiring adequate knowledge. A further legitimate criticism of the cooperative scheme is that it is too centralised and therefore does not encourage competition between the States in terms of efficiency. Nor would it facilitate efficient interchange of registrations between the States. Experience in the United States offers a good example of the beneficial effects of diversity in companies legislation. Competing States there have strong incentives to minimise taxes and charges on corporate registration, to ensure rapid and efficient applications of stable, predictable law and to attract businesses to particular States by providing a better service for corporate clients. Instead, this legislation will take us in the opposite direction, imposing a single, unified system and a complicated bureaucratic structure to administer already burdensome regulations. The Minister's arguments for this legislation are little more than wrestling with straw men. He vigorously attacks the cooperative scheme as being outdated and unable to cope with rapid changes in the financial and securities markets. Yet his proposed changes will not remedy that. Changes to paperwork, reporting and the more controversial vetting requirements might facilitate some new procedures on the national stock exchange relating to electronic trading but they are relatively minor alterations to the overall regulatory framework. Changes to the registration procedures for company names would be welcomed, I think; so might the removal of requirements to lodge memoranda and articles of association. But these minor changes hardly justify the bulky legislative package which we are debating today or the heady rhetoric of the Attorney-General. After going through the tortuous process of examining the intricate detail of this legislation, just as others have, one can only observe that most of the detailed changes are possible under the codes of the existing cooperative scheme. Thus, the strongest conclusion that can be drawn from the Attorney-General's criticism of present companies law and arrangements is that it might be time to reform the cooperative scheme itself. However, such reform would require extensive consultation with those States for which the Attorney-General seems to have such disregard. It would also involve considering the opinions of the NCSC and all businesses. The ensuing reforms would not be drafted exclusively by, or reinforce the influence of, the Attorney-General's Department. It is as simple as that. The sensible option is too hard and not enough power will result to the Commonwealth. For these reasons, I do not expect this legislation to have the short life which it deserves. I acknowledge that the four codes of the cooperative scheme have many problems. They are often ambiguous and difficult to interpret. They have imposed unnecessary regulation on both large and small businesses. In contrast, this legislation compounds the problems of the cooperative scheme by redrafting the law, introducing new ambiguities and requiring extensive legal interpretation in the courts. Imposing centralised administration on top of all that makes the proposals even more dangerous. They represent an enormous leap into the dark. The Minister adopted a rather silly majoritarian argument when he said that the cooperative scheme is undemocratic because there is no direct responsibility to a single Minister or parliament. This he has said of a scheme accountable to at least seven Ministers and parliaments at both State and Federal levels. The time available to me in this debate is running out and I conclude by saying that the unified national companies scheme proposed in this legislation represents the further centralisation of Australian government, and let there be no doubt about that. Mr DEPUTY SPEAKER(Mr Mildren) —Order! The honourable member's time has expired. Mr RONALD EDWARDS(Stirling)(11.28) —I am pleased to support the Australian Securities Commission Bill and cognate legislation and to oppose the amendment. Following the speech of the honourable member for Curtin (Mr Rocher) and the remarks of my colleague the honourable member for Denison (Mr Kerr), I wish to make a few brief points about the matter at stake. Much has been made by Opposition members of the cooperative scheme, its relevance and efficiency. Government members have taken the view that if one examines the performance of the business community operationally and the Australian capital market in terms of changes and dynamics, one sees that we now have a single Australian capital market which is fast moving and relevant. Those who are familiar with the daily business programs that appear on television are aware that the prices quoted are single prices for the Australian capital market. They reflect transactions across Australia, and the people who make business decisions tend to reflect that reality. What has happened is that very properly Australian business has grown and changed with the needs of the day, but the regulatory framework has not done so. It is clear to anyone who looks at the operation of the cooperative scheme that it contains considerable deficiencies. One could spend a lot of time talking about such deficiencies, but I shall touch on only one or two relevant matters. I refer first to the question of information and access to such information. It is clear from the way in which the system has been working that there are deficiencies both in terms of the information base and the way in which the enforcement aspects can be dealt with. The information base is inadequate. Clearly, the notion of having an Australian Securities Commission would improve the operation and information in regard to the regulatory framework. I turn to the question of enforcement. It is clear to anyone who examines certain corporate affairs activities in Australia over time-I can identify the States, but I shall not do so at the outset-that in some States there have been deficiencies in enforcement. Those deficiencies cause problems when particular cases are not dealt with. They also create problems and crises of confidence in the private sector generally. Honourable members on the Labor benches strongly believe in having a strong and viable private sector, but are aware that that can happen only if there is a general confidence in the community that business will be conducted with relatively high degrees of honesty, openness and efficiency. If it can be demonstrated that certain corporate affairs officers at certain times have fallen short of the mark in enforcement-and it can easily be demonstrated-we should begin to ask ourselves whether we need a new system. The answer is that of course we do. Let me also refer to particular cases that will be familiar to honourable members and to the community in general. A recent situation arose in the Bond-Bell share acquisition. Clearly, some issues required addressing and the National Companies and Securities Commission (NCSC) attempted to do so. Proper questions were being asked in this place, but the Attorney-General did not have access to the information because there was no legislative requirement for the NCSC to report to him. Mr Moore —Just use the telephone. He can be contacted at any time of the day. Mr RONALD EDWARDS —The honourable member for Ryan is attempting to make some comments, but the reality which must be demonstrated is that there was no proper legislative arrangement within which the Attorney-General could operate. We are saying that the Australian Securities Commission will put that there. I know that the honourable member for Ryan has come a long way in his learning on this matter, and I compliment him on that. There is constant tension between the honourable member, who has a high level of intelligence, and those in Queensland who would drag him down, but I commend the honourable member for always resisting those attempts. The trouble with the cooperative scheme is that it is based on the lowest common denominator. If one State does not want to get into the scheme it drags down the whole process, and the honourable member knows that very well. That is why we are saying that the Australian Securities Commission needs at least to have a higher level of regulatory arrangement. There is no doubt about that and I think Opposition members recognise that fact. I mentioned the Bond-Bell matter. There was also earlier the attempt by the Bell Group to take over Broken Hill Proprietary Co. Ltd. We ultimately required the Ministry of this Government to look at that matter. It had to do so because there were strategic matters involving the steel industry, but again what had to be acknowledged was that the NCSC arrangement was good for its time but that times change. I referred earlier to some shortcomings in enforcement and there have been difficulties at various State levels. I could bring those difficulties to the fore in this debate, but I choose not to do so as I do not think it would help the debate. The essential issue is that we need a regulatory authority which recognises that we have a single capital market, that such a market is highly dynamic and changing, and that the cooperative scheme is a lowest common denominator scheme. To that extent it is deficient. There are some people at State level who will say, `You are taking away the access'. That is not true either. The proposal does not allow for that. The proposal still leaves offices operating within the States and also returns funds to the States. Therefore, there is not room for people to be critical in those terms. When we have taken up the issue at State level, people have been forced to concede that. It gets back to the old States' rights argument. Unfortunately, that does not wash any more when one is talking about efficient business and business management in a fair and equitable way. On the dark side let us also talk of the question of insider trading and how it is necessary to have an Australian Securities Commission to deal with that matter. I say to the honourable member for Ryan and his Opposition colleagues that what the Australian Securities Commission Bill is about is recognising that we have a single capital market and a highly dynamic business community. We want to provide a regulatory framework which reacts and relates to that and which is not governed by the lowest common denominator approach to corporate regulation. I think that the cooperative scheme demonstrates that and we should recognise it in this place. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.35) —As I would have forecast, this kind of debate always raises a number of matters. Whilst we try to rebut them by saying that we are not seeking more power for Canberra, it is the way to go these days to confuse people by saying that we are, even though the legislation relates to the fact that in this particular case-and I do not suggest that the honourable member for Ryan (Mr Moore) is being misjudged-the present scheme that we are anxious to replace started in 1978. To use somebody else's expression, in 1978 that was perhaps the best that could have been obtained. The point we face is that we are not back in 1890 or 1900 when the Constitution was drawn up and when there was at least enough wisdom among those who drew it up to say that it should contain power to deal not only with foreign corporations, because they would be coming here and investing-that was pretty good foresight back in the 1890s-but also with trading and financial corporations formed within the Commonwealth and with operations that naturally went across State borders. That is the situation. We now have a very effective method of investment in shares and securities right across Australia as one market. There are not six or seven markets. There are no longer six or seven stock exchanges; they have now formed themselves into the Australian Stock Exchange. There are not six or seven different units of currency. There are no problems from the point of view of raising capital in any other State, even though one might be trading basically in Sydney or Melbourne. So we have the development of what we call law by custom. Because trading means that companies have to become national, and now international, there ought to be a legal framework that will meet that. The great point at issue here is that this law at present, pursuant to the existing scheme, is not answerable to any parliament in Australia. It is incredible to think that, by having to reach some compromise, we have the Ministerial Council for Companies and Securities, which group of Ministers looks at submissions made to them as to how we might alter what is called the law pursuant to the agreement. Once they make their decision, that is the end of it; no parliament can alter it. No questions can be asked about it in the sense that there can be any ministerial responsibility. The two matters that the Opposition refuses repeatedly to face up to are that there is no ministerial responsibility for this law whatsoever and that there is no parliamentary accountability whatsoever. It has become a fiction in this place that we introduce what are called corporation laws, or matters related to corporation activities, and they cannot be amended by any member of this House or of the Senate. It is unique in Australia. The Ministerial Council grapples with the issues that normally would have been the subject of debate either in the State parliaments or in this one. The converse situation is that if there is power somewhere-we submit that it is here and the Opposition says it is not-why do the States not pass the laws they can now simultaneously? The six of them can easily do it. There is no need for us at all. The Commonwealth would not be needed because the laws would run on State powers. I know what those in the business community would say about that. They would say, `That's not the proposition we want. We want to have some concept of nationalism'. The States could easily form a group called the National Companies and Securities Commission. They could delegate that. The six State Ministers could meet their group and ask how things are going in each State. There is no need for us to be here. The only bit of power we have is in respect of the Australian Capital Territory. That is the present situation. What does it lead to? Mr Moore —That was the position with all the major companies in Australia before that. Mr LIONEL BOWEN —They did that because they wanted uniformity. Mr DEPUTY SPEAKER(Mr Mildren) —Order! I ask the honourable member for Ryan to cease interjecting and ask the Attorney-General to ignore the interjections. Mr LIONEL BOWEN —Thank you, Mr Deputy Speaker. I must ignore interjections, but I want to make the point that they might have done it for stamp duty. If we were to increase the stamp duty the States would not be so anxious to do it. The issue I wish to raise is that the Ministerial Council receives every now and again a report which says how things are going in the securities market. One of the problems we in this nation have is to encourage Australians to act on a national basis and invest in the stock market-to put capital into industries which can expand, develop or start. It is important to raise capital from the point of view of getting our industrial, commercial and financial activities doing very well not only in Australia but also internationally. When I talk to those in the business community, they say, `It is about time we had some national concepts'. Trustees say, `Do you know that as a nation we are very seldom considered in the international markets to be appointed trustees? Why? Because we are beholden to six or seven pieces of legislation and we do not get any business at all'. That is the first thing. I give the honourable member for Ryan credit for being anxious to improve the situation, but he is cabin'd cribb'd and confined by saying that we are trying to give power to Canberra. That is nonsense. We are trying to give some efficient legal framework to a business community that is trying to do something. He asks how well it is going. How well does he think it is going, with a number of corporate affairs commissions doing very well but naturally relating to the issues within their States? Mr Moore —Your Attorney's delegation-- Mr LIONEL BOWEN —I want the honourable gentleman to listen. He has had his chance, even with an extension of speaking time. In 1986 the Commission published a Green Paper which proposed substantial changes in the light of insider trading. Because of widespread opposition from the business community to its complexity, those changes were withdrawn and it was announced that fresh attempts would be made. Does the honourable member see the problems? Mr Moore —It is like your amendments. Mr LIONEL BOWEN —No. This is what he does not want to hear: many prima facie instances of insider trading have been identified, but great difficulty has been experienced in obtaining admissible evidence. That is known to people investing in the stock market and they say, `Why can't you fix up that matter?' They are the issues. The point we are making here is that the honourable gentleman is saying that in the finish we might need to do something about the securities area. We tried that. We put up a proposition and the honourable gentleman himself was the first to scuttle it-even though his leader did not. We talked about having that part of the responsibility, but the States said, `No, we are not going to have a split scheme' and rejected it. The honourable gentleman encouraged them to do so. He won that battle. I am not anxious to do something that would in any way interfere with the business community but members of the business community gave evidence to the Senate committee-and it might be said that they changed their mind-that they favoured a national scheme because they could not see that they would get uniformity of action. Let me deal with some of the specifics. There has been great castigation of the consultative committee that I set up. I think it did a good job. The committee comprised about 40 people who formed themselves into communities. I acknowledge that those in Perth would say that this was too far away from the realities of what they are about, but we do not see the Perth people having trouble organising their own arrangements at times. That has been the subject of questions asked here as to what we know about the situation. The honourable gentleman's suggestion is that I ring up somebody to find out. Perhaps I would have to do that to find out, because no other information is ever given. On that basis, we have to examine what we are about here. As to accountability, we have to realise that the questions asked are not answered in any parliament. No parliament at all gives the answers. The honourable gentleman thinks that is a very good thing. As he said, I think he got the best he could in 1978. He is the father of the scheme. What father would disown a child like this? Nevertheless, we are saying that he ought to be able to improve its education and standard. That is the point. There has been plenty of discussion with the business community. The honourable member then complained that the consultative group had received only 20 submissions. I would submit that this is not a bad response. In other words, not so many people were worried about the proposal. Only 20 submissions were received. Does the honourable member suggest that the group should have had thousands of replies? The business community has been continually discussing this matter; I have talked to it and it is very clear that the Australian nation is divided between the west and the east. The west is fearful of domination by Sydney and Melbourne. That is the present position. Mr Moore —Look at your own Law Society in New South Wales. Mr DEPUTY SPEAKER(Mr Mildren) —Order! The honourable member for Ryan has been spoken to previously. He will cease interjecting or I will have to take action. Mr LIONEL BOWEN —The honourable member should look at what we are about here. The legislation does not give more power to Canberra; it is a question of giving a legal framework to a responsibility. The Ministers are asking me to meet them again on 1 November. I welcome that. I make the point that we are either in this scheme or out of it; there is no point in being halfway to nowhere. When the States want to have an investigation of a company-that may be a good idea, but it could cost hundreds of thousands of dollars-the first people they come to are those of us in government and they tell us that we have to pay half the costs. We ask why and they tell us that they do not have any money. We tell them that they have all the money and that the case has occurred in their State. They reply, `Oh no, under the scheme you pay for all investigations'. That is a bit of a joke. We are being asked to pay hundreds of thousands of dollars for an investigation that will take place basically in one State because that is the arrangement that the honourable gentleman developed. It cannot happen in that situation. What about the $65m profit that the States make? What about the 1,500 employees they have in their corporate affairs commissions? Are they unable to do something about investigations? Why are they coming to me on this issue and telling me that I had better chip in half the costs? That half is taxpayers' money-being spent simply because the State thinks that it is a good idea to investigate a company. It is a good idea to investigate but that scenario shows the basic weakness of some of these suggestions. The honourable member for Ryan himself would be the first to ask, `Why are you spending more money than was appropriated in the Budget?'. I would have to tell him that if I listened to all the demands I would need a lot more taxpayers' money and would have to let the States keep the surplus and run on with their corporate affairs commissions because they say that these commissions have enough to do. The problem with that scheme is that there is no coordination between them on what they should be doing together. I think that they could develop that. If they did so and if they developed their legal structure there would be no need for us at all. I would think that the stock exchanges and the business community in Australia would think that this was surprising because it would mean a return to pre-1978 and I am sure that that is the wrong thing to do. The honourable member has already indicated that he thinks it is the wrong thing to do. The problem I have is that when I put up a split proposition he was the first to oppose it. Mr Moore —It was the type of proposition you put up. Mr LIONEL BOWEN —No, not at all. The honourable member never made one suggestion until the dying stages of the extended debate here today when he said that he thought there might be a chance for some Federal law. I do not know what that means; the honourable member has never spelt it out. All I have ever tried to do is say that if we are to have responsibility-as we have-we should have some legal framework to back it up. We should have a proper Australian Securities Commission composed of members of the business community. We should have an advisory committee composed of members of the business community and not, as the honourable member for Curtin (Mr Rocher) so unfairly states, of trade unionists. Have Opposition members not read the legislation? The Bill itself says that in appointing the members, the Minister shall have regard to the views of the business community of Australia. Of course the intention was to have representatives from every State on the advisory committee. The States have opposed every aspect of this Bill. They have not put forward one constructive suggestion and they are now worried about the amendments. They are worried about the Bill; they do not want it. Perhaps they will be successful. I do not know. If, in the process of going around Australia, the committee finds that the business community does not want the legislation, then obviously it will report that way, but the point is that honourable members should not think that because the business community does not want something here it does not want an improvement in the present scheme. The present scheme is not working. That is the point. We have all sorts of concepts: we have to talk about numbers for companies that will be registered. That is not a new concept. I understand that throughout the world companies use numbers. It prevents delays and confusion of people who are trying to get companies with similar names. Numbers are much more distinctive than names. The delays that the business community has of four or six months in trying to find out whether the names are available should be considered. The honourable member for Ryan rejects that. The problem we have is that on all these issues we are trying to help the business community but the Opposition is saying that it does not want to do so. We put up a split scheme, it was rejected by the honourable member and also by the States. We put up the issue of consultation and that has been very productive. We have tried to draft the legislation in a fashion that would certainly be more streamlined, but because we have to go into the concept of putting a proposition in which we are not allowed to have a split scheme, we are talking about a scheme which would be federal but State driven in the terms under which we would enter into arrangements with the States. That is the proposal. The States went half way to that on the basis that some of them might agree with the proposition as long as they could have a veto on what law could be introduced. We cannot have federal responsibility, parliamentary responsibility and ministerial responsibility if there is the suggestion of a veto by some State Ministers. We just cannot run that concept. I have asked the States to reconsider that and that might be the purpose of the meeting on 1 November. What we have here is the beginning of a good concept where the States and the Federal Government will agree that there is a need for the division of the law. I think that can happen, but it will need the cooperation of the Opposition and the States. Mr Moore —Everybody would need to know what was going on. Mr LIONEL BOWEN —Everybody would know what was going on because there would be a report. At present we do not get any report to this Parliament. No information is given to any Minister on the day to day machinations and on that basis we have the problem of accountability. On that score we are talking about a whole lot of new ideas. From the point of view of administration we want less litigation. The NCSC has been bedevilled by excessive litigation so therefore we have the concept of the panel being created to guarantee a barrier between the investigator and the prosecutor. That is a normal process. If one tries to suggest that one should be both the investigator and the prosecutor, one is carted off to all the supreme courts. One sees the problem in the Broken Hill Proprietary Co. Ltd takeover where an excessive amount of litigation has developed and the NCSC could not really continue to function because it was continually involved in litigation. The idea of the panel is to give quick advice to the business community. The idea of being able to understand the issue means the business community itself will be able to regulate its own affairs. If there are complaints by consumers or investors who want to take the issue further, that can happen. But never at any stage has it been suggested that we are trying to build up some other bureaucracy-not at all. In fact, we are trying to take the matter back to the business community and make it accountable. That community is prepared to accept it. There is no question of centralisation. At present it is a question of disintegration, of 1,500 employees across Australia with the proliferation of priorities. They all have different priorities and we want to get some understanding as to what we are about. There was some recognition of the advantages of close corporations and there is an opportunity for small business to participate here. Partnerships have always existed and there should be an opportunity for them at least to have some corporate alternative. This is the way to go. There would be some personal liability but it would not be as complete as in the partnership situation; it is more streamlined and it does not have the weaknesses that were mentioned by the honourable member. I think that that is progressive law. In conclusion I emphasise that what we have here is an attempt to overcome the problems that the stock market identifies, to try to streamline the position and to give it a legal base, parliamentary accountability and ministerial responsibility. I know that this should go to a committee and that the Senate will insist that that happen. I welcome that; it is the appropriate course to take. I cannot accept the amendment because it suggests that the Bill go to a committee of this place. Mr DEPUTY SPEAKER —Order! The Minister's time has expired. Question put: That the words proposed to be omitted (Mr Moore's amendment) stand part of the question. The House divided. (Mr Deputy Speaker-Mr J. B. Mildren) Ayes . . . . . . . . . . . 68 Noes . . . . . . . . . . . 48 —— Majority . . . . . . . . . 20 —— Baldwin, P. J. Humphreys, B. C.Beazley, K. C. Jakobsen, C. A.Beddall, D. P. Jenkins, H. A.Bilney, G. N. Johns, G. T.Blanchard, C. A. Jones, BarryBlewett, N. Kelly, R. J.Bowen, Lionel Kent, L.Brown, Robert Kerin, J. C.Brumby, J. M. Kerr, D. J. C.Campbell, G. Klugman, R. E.Charles, D. E. Lamb, A. H. (Teller)Chynoweth, R. L. Lavarch, M. H.Cohen, B. Lee, M. J.Courtice, B. W. Lindsay, E. J.Crawford, M. C. McHugh, J.Cross, M. D. McLeay, LeoCunningham, B. T. (Teller) Martin, S. P.Dawkins, J. S. Milton, P.Dubois, S. C. Morris, AllanDuncan, P. Morris, PeterEdwards, Ronald O'Keefe, N. P.Fatin, W. F. Price, L. R. S.Fitzgibbon, E. J. Sawford, R. W.Free, R. V. Scholes, G. G. D.Gayler, J. Sciacca, C.Gear, G. Scott, J. L.Gorman, R. N. J. Snow, J. H.Grace, E. L. Snowdon, W. E.Griffiths, A. G. Staples, P. R.Hand, G. L. Theophanous, A. C.Harvey, E. R. Tickner, R. E.Holding, A. C. West, S. J.Hollis, C. Willis, R.Howe, B. L. Wright, K. W. Adermann, A. E. McArthur, F. S.Aldred, K. J. McGauran, P. J.Andrew, J. N. (Teller) Macphee, I. M.Beale, J. H. Miles, C. G.Blunt, C. W. Millar, P. C.Brown, N. A. Moore, J. C.Burr, M. A. Nehl, G. B.Cadman, A. G. Porter, J. R.Cameron, Ewen Prosser, G. D.Cameron, Ian Robinson, IanCarlton, J. J. Rocher, A. C.Cobb, M. R. Ruddock, P. M.Connolly, D. M. Shack, P. D.Cowan, D. B. Sharp, J. R.Downer, A. J. G. Sinclair, I. McC.Fife, W. C. Smith, W. L.Fischer, Tim Spender, J. M.Fisher, Peter Taylor, W. L.Halverson, R. G. Tuckey, C. W.Hawker, D. P. M. Webster, A. P.Hewson, J. R. White, P. N. D.Hicks, N. J. (Teller) Wilson, I. B. C.Hunt, R. J. D. Woods, R. L.Lloyd, B. Wooldridge, M. R. L. Saunderson, J. Hall, SteeleSimmons, D. W. Shipton, R. F.Mountford, J. G. Cameron, DonaldO'Neil, L. R. T. Jull, D. F.Darling, E. E. Braithwaite, R. A.Cleeland, P. R. Goodluck, B. J.Charlesworth, R. I. Katter, R. C.Keating, P. J. MacKellar, M. J. R.Duffy, M. J. Reith, P. K.Hawke R. J. L. Howard, J. W. Question so resolved in the affirmative. Original question resolved in the affirmative. Bill read a second time. Clauses 1 to 12-by leave-taken together, and agreed to. Clause 13 (General powers of investigation). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.06) —I move: (1) Clause 13, page 9, at the end of the clause add the following subclause: ``(2) Where the Commission has reason to suspect that unacceptable circumstances within the meaning of Part 6.9 of the Corporations Act 1988 have, or may have, occurred, the Commission may make such investigation as it thinks expedient: (a) for the purposes of determining whether or not to make an application under subsection 733 (1) or 734 (2) of that Act; or (b) otherwise for the due administration of a national scheme law.''. The amendment makes it clear that the Australian Securities Commission has the power to investigate unacceptable conduct in connection with a takeover that might fall short of a breach of the law. The amendment will enable the Australian Securities Commission to investigate such conduct in determining whether to apply to the Corporations and Securities Panel for a declaration of unacceptable conduct under clause 733 of the Corporations Bill. Amendment agreed to. Clause, as amended, agreed to. Clauses 14 to 18-by leave-taken together, and agreed to. Clause 19 (Notice requiring appearance for examination). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.08) —I move: (2) Clause 19, page 12, lines 12 and 13, omit subclause (3), substitute the following subclause: ``(3) A notice given under subsection (2) shall: (a) state the general nature of the matter referred to in subsection (1); and (b) set out the effect of subsection 23 (1) and section 68.''. This amendment affords natural justice to persons whose attendance at an Australian Securities Commission (ASC) examination is required. The amendment makes it clear that a notice from the ASC requiring a person to appear and answer questions at an examination must contain a statement of the nature of the matter to which the investigation relates. This will enable the person to be aware of the relevance of the inquiry. The amendment will also require the notice to set out the person's right to legal representation under clause 23 of the Bill and a person's right to claim privilege against self-incrimination under clause 68 of the Bill. Mr MOORE(Ryan)(12.09) —I ask the Attorney-General to explain this amendment further so that I can understand how it fits with the Bill. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.09) —The amendment relates to clause 19, page 12, lines 12 and 13, and omits subclause (3), substituting the following subclause: ``(3) A notice given under subsection (2) shall: (a) state the general nature of the matter referred to in subsection (1); and (b) set out the effect of subsection 23 (1) and section 68.'' The amendment provides that the notice from the Australian Securities Commission to the person who is required to appear before it must contain a statement of the nature of the matter to which the investigation relates. The present clause does not contain that obligation. Accordingly, the person will be given better notice of the issue. Amendment agreed to. Clause, as amended, agreed to. Clauses 20 to 42-by leave-taken together, and agreed to. Clause 43 (Exercise of certain power of the Commission in relation to securities). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.10) —I move: (3) Clause 43, page 21, line 15, omit ``section 732'', substitute ``Part 6.9''. This amendment preserves the role of the Director of Public Prosecutions (DPP). As presently worded, the clause does not recognise the role of the Director of Public Prosecutions in relation to Commonwealth offences. The amendment will empower the Australian Securities Commission (ASC) to commence and carry on prosecutions, but without prejudicing the DPP's statutory powers and functions. Although the ASC will be able to make an initial decision to prosecute, the Director of Public Prosecutions will be able to take over or terminate the prosecution or give instructions concerning the prosecution. Similar amendments are proposed to the corresponding provisions of the Corporations Bill and the Close Corporations Bill. Amendment agreed to. Clause, as amended, agreed to. Clauses 44 to 48-by leave-taken together, and agreed to. Clause 49 (Commission to cause prosecution to be begun). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.11) —by leave-I move: (4) Clause 49, page 24, line 36, omit ``shall'', substitute ``may''. (5) Clause 49, page 25, at the end of the clause add the following subclause: ``(5) Nothing in this section affects the operation of the Director of Public Prosecutions Act 1983.''. These amendments enable the Director of Public Prosecutions to participate in carrying out prosecutions. On that basis, although the Australian Securities Commission might make a decision to prosecute, the amendments enable the Director of Public Prosecutions also to give directions concerning the prosecution. Mr ROCHER(Curtin)(12.12) —I am not clear from what the Attorney-General said how the Government's proposed amendment (4), which substitutes the word `may' for `shall' in clause 49, page 24, line 36, ties in to his reference to the Director of Public Prosecutions. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.13) —Clause 49 states: (1) This section applies where, as a result of an investigation or from a record of an examination, it appears to the Commission that a person: (a) may have committed an offence against a law of the Commonwealth or a Territory; and (b) ought to be prosecuted for the offence. (2) The Commission shall cause a prosecution of the person for the offence to be begun and carried on. Our amendment (4) omits the word `shall' from clause 49 (2) and substitutes the word `may'. As I said, there is a discretion. The Australian Securities Commission (ASC) is not obliged to commence or carry out a prosecution, although it may do so. Whilst it may make an initial decision to prosecute, the matter might be then handed over to the Director of Public Prosecutions (DPP). Therefore, it would not be in the Commission's hands. The DPP could then use discretion whether to go ahead with or terminate the prosecution. In other words, the amendment gives the Director of Public Prosecutions the opportunity to say that the ASC need not go ahead with a prosecution, and it would not go ahead. Amendments agreed to. Clause, as amended, agreed to. Clause 50 (Commission may cause civil proceeding to be begun). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.14) —I move: (6) Clause 50, page 25, line 22, after ``may'' insert ``, with the person's written consent,''. As it is presently worded, clause 50 does not require the Australian Securities Commission (ASC) to obtain a person's consent before undertaking civil proceedings in that person's name. The amendment will ensure that the ASC will not be able to undertake civil proceedings without the person's written consent. Mr Moore —Which person? Mr LIONEL BOWEN —Where, as a result of an investigation, there is a suggestion that it is in the public interest for a person to begin and carry on Federal proceedings, the Commission may cause such proceedings to be taken. In other words, if as a result of an investigation one finds that somebody has suffered damage and therefore is entitled to take an action, this is an opportunity for the Commission to take the action on the person's behalf. That is self-evident, if honourable members read it. But the issue that was not covered by the clause is that one needs the person's consent to do it. On that basis, consent is the relevant factor in the amendment. Amendment agreed to. Clause, as amended, agreed to. Clauses 51 to 62-by leave-taken together, and agreed to. Clause 63 (Non-compliance with requirements made under this Part). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.16) —by leave-I move: (7) Clause 63, page 29, line 39, omit ``or (3)''. (8) Clause 63, page 30, line 2, after ``(2)'' insert ``or 48 (2)''. I do not have any speaking notes for these amendments. A typographical error needs to be altered. Mr ROCHER(Curtin)(12.17) —This exacerbates the situation about which the honourable member for Ryan (Mr Moore) and I have complained. The Attorney-General cannot tell us what the amendments are about and what their effect will be. I accept that a typographical error might be involved, but the amendments insert other subclauses. They might well be the product of a typographical error, but presumably the honourable member for Ryan and others in the business community who are interested have already considered the clause in its present form. The Committee deserves an explanation of its effect. It should not be told simply that a typographical error is involved. As I said, specific subclauses are referred to. The Attorney-General might want to find out about this and tell us later, if that is possible. I simply want to know what it is all about. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.18) —I understand that there is reference to a section which should not be there. Therefore, that is the idea of the omission contained in the amendment. If the honourable gentleman wants me to come back to it, we could do that. The CHAIRMAN —It might suit the Attorney and the honourable gentleman, but it does not suit the Chair. Mr LIONEL BOWEN —I am sorry about that. The position, as I understand it, is that there is a typographical error which should not be there. Therefore, the amendment seeks to omit it. I do not see that it has any other significance. Mr ROCHER(Curtin)(12.19) —One of the amendments calls for the insertion of a subclause. It does not concern something that should be omitted, as the Attorney-General said. Proposed amendment (7) deals with that. Mr Lionel Bowen —Amendment (7) reads: Clause 63, page 29, line 39, omit ``or (3)''. Mr ROCHER —I accept that, but amendment (8) calls for the insertion of a subclause, and we are dealing with both amendments. The Attorney is right on the first count, but incorrect on the second. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.19) —Amendment (8) reads: Clause 63, page 30, line 2, after ``(2)'' insert ``or 48 (2)''. We propose to insert after line 2 on page 30 `or 48 (2)'. That would be consistent with the arrangements that we are making. Mr ROCHER(Curtin)(12.20) —I dispute that. If this is going to happen often, I wonder whether we should withdraw it. Mr MOORE(Ryan)(12.20) —I draw the comments of the Attorney-General to people's attention. He has said, in effect, that he does not know what the implications of the change are. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.21) —My information is that this enables clause 48 (2), which deals with the panel, to have the same effect as clause 23 (2), which deals with the Australian Securities Commission. In other words, they are put on an equal footing. Amendments agreed to. Clause, as amended, agreed to. Clause 64 agreed to. Clause 65 (Obstructing person acting under this Part). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.22) —I move: (9) Clause 65, page 30, line 30, omit ``$1,000'', substitute ``$2,500''. This amendment omits `$1,000' and substitutes `$2,500'. It is a matter of a particular penalty, so I think it is self-explanatory. Mr MOORE(Ryan)(12.22) —What are the reasons for the change from $1,000 to $2,500? Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.22) —Usually in these matters there is some conformity between the term of imprisonment and what the financial penalty ought to be. It is a standard issue in all legislation. Therefore, if the term of imprisonment is six months, it is deemed that the monetary penalty ought to be higher than it is. The penalties are adjusted from time to time in accordance with inflation as well. Amendment agreed to. Clause, as amended, agreed to. Clauses 66 to 69-by leave-taken together, and agreed to. Clause 70 (Powers of Court where non-compliance with Part). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.23) —I move: (10) Clause 70, page 32, lines 39 to 42 and page 33, lines 1 to 4, omit subclause (3), substitute the following subclause: ``(3) If the Commission does so, the Court may inquire into the case and may order the person to comply with the requirement as specified in the order.''. This clause applies where the Commission is satisfied that a person has, without reasonable cause, failed to comply with the requirement. If the Commission does so, the court may inquire into the case and may order the person to comply with the requirement. Again, the amendment is better drafted than the present clause. Amendment agreed to. Clause, as amended, agreed to. Clause 71 agreed to. Clause 72 (Orders in relation to securities of a body corporate). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.25) —by leave-I move: (11) Clause 72, page 33, line 37, omit ``such shares'', substitute ``shares in the body''. (12) Clause 72, page 33, line 39, omit ``such shares'', substitute ``shares in the body''. In moving these two amendments I think we are again giving a better definition. Instead of talking about `such shares' we are using the words `shares in the body'. I do not want to make any further explanation as there is no uncertainty about it. Amendments agreed to. Clause, as amended, agreed to. Clauses 73 and 74-by leave-taken together, and agreed to. Clause 75 (Orders under this Division). Amendment (by Mr Lionel Bowen) proposed: (13) Clause 75, page 35, lines 28 to 32, omit subclauses (5) and (6). Mr ROCHER(Curtin)(12.26) —By omitting the two subclauses the immediate implication is that there has been a considerable change of mind. Would the Attorney-General care to expand on those reasons? Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.26) —The present position is that a person aggrieved by an order enforced under this division may apply to the court. It appears that we do not want to proceed on that basis; we have other opportunities for dealing with this. Apparently, we do not want to have a person able to go against a decision by applying to the court. In other words, it would be deemed to be more effective to have the matter within the control of the order made by the Commission. If the honourable gentleman feels that a person ought to be given an opportunity to go against the order he should vote against the amendment. Mr MOORE(Ryan)(12.26) —In view of the comment of the Attorney-General, as I understand it, the only appeal within the Act is to the Administrative Appeals Tribunal. Therefore, these insertions are probably an error. Mr ROCHER(Curtin)(12.27) —Subclause (5) of clause 75 provides: A person aggrieved by an order in force under this Division may apply to the Court for variation or revocation of the order. Subclause (6) refers to proposed new subsection (5). I would have thought that that was a perfectly reasonably provision to have in the legislation. There must be some powerful reasons for even contemplating taking it out, but those are not immediately apparent to me. Surely such an important provision would have an influence on those with whom the Attorney-General claims to have spoken in his exhaustive lead-up to the introduction of this legislation. Surely that is something that would have been considered because there is a protection there for a person aggrieved by an order in force under this division. Having gone through a great deal of discussion before the legislation was first prepared, to remove that, presumably without the same exhaustive discussion or examination, might be a breach of faith with those who have supported the Attorney-General in introducing this legislation. But, more importantly, it removes the redress available to a person aggrieved. I would have thought that that was an entirely reasonable proposition and one which should be maintained in the legislation, however undesirable it is in other respects. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.27) —I think I can satisfy the honourable gentleman by saying that what was said earlier is right. The Act has been restructured to enable, in the first instance, an appeal to the Administrative Appeals Tribunal (AAT). That is what is happening. Of course, there can be an appeal from the AAT to the court. In other words, that section of the Act is not being displaced; it is just one removed. The idea was that, as we have an Administrative Appeals Tribunal, it might be able to deal effectively with a case on its merits. If it is not satisfied it will still be able to pursue this course. In accordance with the drafting, this proposal provides an opportunity for a court to review decisions by the Administrative Appeals Tribunal but that will be dealt with in a later section. Mr Rocher —If I had had that explanation in the first place I would not have even bothered the Attorney-General. Mr LIONEL BOWEN —I appreciate the position that we are all in. I can understand that the honourable gentleman, whilst completely opposing the legislation, is now anxious to improve the very numerous amendments. My officers felt that some amendments were technical and they have not had a chance to brief me on them because yesterday we were not able logistically to incorporate them. I think it would be helpful to have them incorporated because the proposed committee at least will be dealing with legislation that has been corrected in drafting terms. I am aware that the honourable gentlemen want to spend a lot of time discussing these amendments and I suppose that that will save discussion when the committee is formed. Mr RONALD EDWARDS(Stirling)(12.28) —I simply want to say to my colleague the honourable member for Curtin (Mr Rocher) that if he read this clause in conjunction with clause 70, which relates to treatment by the court, I think that would be helpful. Amendment agreed to. Clause, as amended, agreed to. Clauses 76 to 120-by leave-taken together, and agreed to. Clause 121 (Consultants etc.). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.28) —I move: (14) Clause 121, page 49, line 20, omit ``Commission,'', substitute ``Commission''. Mr Rocher —I wonder why the Attorney-General hesitated. Mr LIONEL BOWEN —I wonder why too. This appears to be an amendment without a result. Mr ROCHER(Curtin)(12.29) —This amendment proposes to take out a word and replace it with exactly the same word. Even the spelling of the word is the same and both words have a capital `C'. I put it to the Attorney-General that it just does not make sense. Perhaps we need an amendment to the amendment. In response to something the Attorney-General said earlier in discussion on the previous clause, I want to assure him that I do not want to discuss these amendments at all. I would be perfectly happy not to be discussing them, given the second reading debate. But we will look like fools if these amendments go through without discussion in this place, regardless of how they may be treated by some committee which has not even been created yet. I assure the Attorney-General that I would prefer to be somewhere else rather than discussing these amendments. But I really want to understand them. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.32) —I welcome this detailed discussion by the honourable gentleman. I agree with him that I could not see the error in the proposed amendment but he will see it. It happens to be the comma which has been taken out. I would have thought that both of us would have seen it but I admit that I am as short-sighted as the honourable gentleman. The CHAIRMAN —The sharp-eyed Clerks at the table saw it. Mr LIONEL BOWEN —It would have helped us all if we had seen that we were deleting a comma. Amendment agreed to. Clause, as amended, agreed to. Clauses 122 to 126-by leave-taken together, and agreed to. Clause 127 (Confidentiality). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.35) —I move: (15) Clause 127, Page 51, lines 10 to 18, omit subclause (2), substitute the following subclauses: ``(2) For the purposes of subsection (1), the disclosure of information as required or permitted by a law of the Commonwealth or a prescribed law of a State or Territory shall be taken to be authorised use and disclosure of the information. ``(3) For the purposes of subsection (1), the disclosure of information by a person for the purposes of: (a) performing the person's functions as: (i) a member, staff member or Commission delegate; or (ii) a person who is acting as a member or staff member or who is authorised to perform or exercise a function or power of, or on behalf of, the Commission; or (b) the performance of functions or services by the person by way of assisting a Commission delegate; shall be taken to be authorised use and disclosure of the information. ``(4) Where the Chairperson is satisfied that particular information: (a) will enable or assist an agency, being the Advisory Committee, the Panel, the Disciplinary Board, the Review Board or any other agency within the meaning of the Freedom of Information Act 1982, to perform or exercise any of the agency's functions or powers; (b) will enable or assist the government, or an agency, of a State or Territory to perform a function or exercise a power; or (c) will enable or assist a government, or an agency, of a foreign country to perform a function, or exercise a power, conferred by a law in force in that foreign country; the disclosure of the information to the agency or government by a person whom the Chairperson authorises for the purpose shall be taken to be authorised use and disclosure of the information. ``(5) The Chairperson may delegate all or any of his or her functions and powers under subsection (4) to a member or staff member. ``(6) Nothing in any of subsections (2), (3) and (4) limits: (a) anything else in any of those subsections; or (b) what may otherwise constitute, for the purposes of subsection (1), authorised use or disclosure of information.''. This clause relates to the disclosure of confidential information by the Australian Securities Commission to certain agencies. It enables the Commission to disclose confidential information as required or permitted by law, or to assist an Australian overseas authority to perform a function similar to an ASC function. Of course, that would relate to mutual assistance treaties. I am advised that the amendment widens the categories of authorised disclosure. It will enable disclosure of information to a person or organisation for purposes associated with the performance of that person's or organisation's function, for example, disclosure to a securities or futures exchange for the purpose of conducting disciplinary proceedings. It will also enable disclosure to bodies created by the Bill, such as the panel or the Accounting Standards Review Board, or to domestic or foreign authorities which do not exercise functions similar to those of the ASC, if the ASC chairperson is satisfied that such disclosure will assist those authorities in the performance of their functions. I am advised that the amendment is similar to a provision in the Customs Administration Act, namely, section 16. Mr ROCHER(Curtin)(12.36) —I repeat something I said a moment ago, that is, that this amendment adds a further 30 or more lines-I have not had a chance to count them-to the legislation while replacing about half a dozen lines at the most. That is a major alteration by any stretch of the imagination. Again, I wonder whether the faith and confidence that the Attorney-General and his Department established in the lead-up discussions to this legislation are not betrayed by amendments put forward at such short notice. Certainly, that is not difficult to believe, given the Attorney-General's obvious difficulty with some of these changes, as illustrated by his comment that he has not had time to be briefed on these changes by his Department. That certainly indicates that no-one else has had a chance to discuss them either. It more than undermines the case he made that this legislation is the product of deep and meaningful discussions with people around Australia. That cannot possibly be the case when one contemplates an amendment of these dimensions. Mr MOORE(Ryan)(12.37) —When the Attorney is addressing the previous question I ask him to describe the implications involved in information being passed from one agency to another with respect to a libel action. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.37) —The information would be privileged in that sense, pursuant to statute which, as the honourable member would appreciate, is normal. We are dealing with the disclosure of information to assist those other bodies in the performance of their functions, for example, the Accounting Standards Review Board and our foreign authorities. If we have confidence in the Australian Securities Commission and it has confidential information, in the terms of normal law enforcement it is entitled to protect the other agencies with respect to that information. In other words, at the present time the Commission has the opportunity to disclose the information. We often do that already in other areas, for example, between State instrumentalities and the Commonwealth, particularly with respect to security or intended crime. The honourable member for Curtin (Mr Rocher) seems to be concerned about the fact that we will do something about which he wants more information. The heading of the clause indicates that there is confidentiality. There will be an ability to disclose that information to enable the other bodies to have an opportunity to understand more effectively information that might have been gathered on a confidential basis. I think that what we are all about is trying to assist in better law enforcement. While we attempted to do that in the original clause, the amendment is certainly a lot wider and it spells out, for example, the various areas that are involved. I repeat what I said at the beginning of the debate: I can understand the Opposition wanting a close examination of this legislation. I welcome that. However, there have been very many amendments as a result of suggestions received when the Bill was available to the public for a period of some five months. In other words, there has been a genuine effort to comply with the suggestions received. Mr Rocher —You should have been better briefed. Mr LIONEL BOWEN —I would have liked to be better briefed, but the legislation is now before us. I am anxious that the Bill be examined. I would have thought, and I hoped, that we might be able to agree to the Bill. However, the Opposition has the difficulty of opposing the Bill, and I understand that. The Opposition now wants to have the Bill completely debated, and that is fair enough. I made the point at the outset that we would have a committee of the two Houses, which is something that members opposite may or may not accept. I would have thought that in that situation we could have avoided the committee debate in this place. I can see that the Opposition's strategy is to debate the Bill for so long that it may not pass, and that is its prerogative. I will not delay members opposite or gag them-the debate will just go on and on. If that is the way it will be, we probably have only to look at how we might use up the time rather than to look at the merits of the Bill. I wanted members opposite to genuinely examine the Bill in the appropriate committees of both Houses. However, members opposite do not want to do that; instead, I think that they just want to delay the Bill, and I cannot stop them from doing that. Mr RONALD EDWARDS(Stirling)(12.41) —In response to the honourable member for Curtin (Mr Rocher), I point out that people in the business community that I spoke to, particularly in the accounting profession, indicated that the availability of information to the Accounting Standards Review Board and the Disciplinary Board would assist them in the management of their profession. I understand that the thrust of this amendment flows from that feedback from the community. As the Attorney-General (Mr Bowen) said, it is that disclosure process, after the Bill was made available to people to examine for a period, that brings us to this position in relation to this clause. Mr MOORE(Ryan)(12.42) —I wish to respond to the Attorney. I point out that it took almost three days to debate the cooperative scheme, so by no means is it inappropriate to take the time to request information on this Bill. Mr Lionel Bowen —Did you send it to a committee? Mr MOORE —Yes, it went on for a whole three days. Mr Lionel Bowen —In a committee? Mr MOORE —It was two days in a committee. Mr Lionel Bowen —You are talking about a parliamentary committee. Mr MOORE —No, I am not talking about a parliamentary committee; I am talking about a committee of the House. The CHAIRMAN —The honourable member for Ryan will not discuss the matter across the table. Mr MOORE —A question is raised with respect to the fact that the amendments were dropped on me at 5.30 last night, when I was told that they would be debated today. So I have every right to be suspicious about what they might contain. I was not given time to read them and consider their contents. I am asking the Attorney-General for explanations, as is the honourable member for Curtin (Mr Rocher), and we are richly entitled to do that. The presentation of the amendments has been totally botched. It is completely misleading to suggest that, because the Bill will go to a Senate committee-which may or may not join up with one from this House-that is the more appropriate place in which to raise these matters. The Attorney has already admitted that the sort of committee proposed from the Senate will have a very narrow view of the legislation-not a broad view but a narrow view. As a consequence, we are richly entitled to an explanation of the 280 amendments brought forward by the Attorney. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.45) —I was asked why we were amending this clause now, and I said that we were responding to submissions put to us and providing for people who might want the information. I went on to say that I thought it was going to be a long process and that I understood that that was what the Opposition wanted. I made the point that we were agreeing to appropriate scrutiny by a committee appointed by both Houses, but the honourable member for Ryan (Mr Moore) seemed to say that that may not happen. I give him an undertaking that it will happen, not because I want him to shorten his interests in the matter but just to make it very clear that that was the proposal. I wonder what the State Attorneys-General think of the performance. As I pointed out, they will be seeking to come to some arrangements on 1 November. If they do maybe the committee will not be necessary. Mr ROCHER(Curtin)(12.46) —I do not want to leave it in the air that we are being obstructionist, which is the implication of what the Attorney-General has said. Mr Lionel Bowen —I did not say that. Mr ROCHER —It sounded like that to me. If he did not say that I accept his assurance on it. Mr Lionel Bowen —I said there was another opportunity. Mr ROCHER —There is not another opportunity, in the sense that once this legislation goes through this chamber it is beyond the control of this place and anything may happen to it after that. Really this is part of the mentality of the Government. I say this very respectfully: this chamber is not a legislative chamber and there is some good reason to view it that way, but let us not perpetuate that view of the House of Representatives when we are confronted with very important legislation. Finally, I just want to add that I am not concerned with what the State Attorneys-General want. They have had a go at legislation in this area. I do not care how they view our operations in this place. I hope that in their own parliaments they get an adequate opportunity to discuss at great length the legislation now before us and the complementary State legislation that flows from it. Amendment agreed to. Clause, as amended, agreed to. The CHAIRMAN —It being past 12.45 p.m., in accordance with sessional order 101a I shall report progress. The Chairman having reported accordingly-- Sitting suspended from 12.48 to 2 p.m. Madam SPEAKER —Following Question Time yesterday the honourable member for O'Connor (Mr Tuckey) and the honourable member for Tangney (Mr Shack) raised with me matters relating to the conduct of Question Time. The honourable member for O'Connor raised with me the daily number of questions asked during Question Time and asked that I consult with the Prime Minister (Mr Hawke) on the matter. The House will understand that the suggestion that I consult with the Prime Minister is unrealistic and I do not intend to do so. I remind the House that on 22 October 1986 I made a comprehensive statement on Question Time, also in response to the honourable member for O'Connor. I commend to honourable members a reading of that statement, but feel that the following points should be repeated: Bearing in mind the length of some of the questions and the ground they cover, controlling the length of answers becomes even more difficult. The House should grasp the nettle and determine its procedures so that Question Time will serve the purpose that members require. If the House wants more questions, it should face that fact and adopt the Standing Orders to ensure this. I also said: . . . that it is the House, through its members, which decides the way the House operates. Although the problems we are facing with Question Time have been with us for many years, the House has not been prepared to accept its responsibilities. Instead, members have consistently place the blame for the inadequacies of the system on the Chair, when the responsibility lies solely with the House, and the House alone. I now place the matter in the hands of the House, where it squarely belongs. Honourable members will be aware that on 27 November 1986 the Procedure Committee reported to the House on the conduct of Question Time. The report included recommendations to improve the number of questions asked. In March 1987 the Leader of the National Party of Australia (Mr Sinclair) gave notice of a motion with similar intent. Neither set of proposals has been debated by this House. Yesterday the honourable member for O'Connor referred to the number of questions asked during the period of Speaker Snedden and currently. I point out to the House that the average number asked in 1976, 19.3, was the highest number for any year since 1970. In the ensuing six years the average number was 16 and in the 5 1/2 years during the present Government the average has been 12.2. At the end of the autumn sittings, the average was 12.5. There is a slight difference between 12.5, 16 and 19.3. I understand that the honourable member for O'Connor has some responsibility for the organisation of Opposition business in the House. In the light of what I have said, I suggest that the course of action he should pursue is to take up the matter with the Leader of the House (Mr Beazley) in order that the issue might be resolved. The matter raised by the honourable member for Tangney was the question of relevance of answers as provided for in standing order 145. The difficulty of determining the relevancy of answers has been expressed by me on numerous occasions in the past. On numerous occasions I have asked Ministers to remain relevant or to draw their answers to a close. Mr Beale-Only when prompted. Madam SPEAKER —That was unnecessary. Whilst, as the honourable member for Tangney says, standing order 145 is one of the shortest standing orders, it is not necessarily the clearest by way of interpretation. The question of relevance is generally a matter of opinion or judgment. I find myself in exactly the same position as previous Speakers who have had difficulty in pleasing all sections of the House. As Speaker Jenkins observed in 1984: When general questions are asked it is very difficult to define them down to specific relevant parts. Speaker Snedden said in 1982: I have indicated before, and I repeat-although it should not be necessary-that I possess no power to require the Prime Minister to end an answer. Indeed, although I am reluctant to admit it, I have no power to order any Minister to end an answer. In the past I have done so. I have never done so in relation to the Prime Minister. I give him, as I give the Leader of the Opposition, considerable latitude, and I do not intend to change that practice. Again, I remind the House that the Procedure Committee report on Question Time made recommendations on the relevance of answers. The House, in whose court the matter rests, has not dealt with that issue either. At Question Time the spirit and intent of the Standing Orders are often misused and abused. Constant interjections, many unrecorded by Hansard, flow across the House. Many of those who draw the Chair's attention to the Standing Orders are often themselves outside those Standing Orders. I again tell the House that the Standing Orders apply to all members. Speakers have always tolerated interjections, but repeated interjections become disorderly. Failure to accept the authority of the Chair puts members totally outside the Standing Orders. Mr HAWKE(Wills-Prime Minister) —Before making an announcement about ministerial arrangements, I hope that the Chair will allow me the indulgence of saying, I am sure on behalf of all members of the House, how thrilled we all were at the magnificent achievements in the lunch period of Debbie Flintoff-King. Our congratulations go to her-and best wishes to Ric Charlesworth and his mates. Mr Sinclair —It's a wonder you weren't there. Mr HAWKE —I would love to have been there, but I had my priorities right. I was there in spirit. Mr HAWKE(Wills-Prime Minister) —I inform the House that the Minister for Trade Negotiations, Mr Duffy, is departing Australia today on Government business. He will return to Australia on 12 October. Questions normally directed to Mr Duffy should be addressed to the Minister for Defence, Mr Beazley. As a courtesy, I inform the House that the Minister for Telecommunications and Aviation Support, Mr Punch, is representing the Government at European Community Day at World Expo 88 in Brisbane and will be absent from Question Time today. Questions which would normally be addressed to Mr Punch should be directed to the portfolio Minister, Mr Willis. Dr HEWSON —I refer the Acting Treasurer to the recent repayments of some of our yen and Swiss franc loans which were announced by the Treasurer during his swanning around overseas. Given that these loans were initially negotiated substantially because they attracted very low interest rates-3 to 5 per cent-will the Acting Treasurer explain to the House why these low interest rate loans are being repaid in preference to a number of much higher interest rate loans on the Government's books? Is it because the Government has no confidence in its ability to maintain the value of the Australian dollar? Mr DAWKINS —In reply to the question from the honourable member I would say that this Government has had a greater task in managing the borrowing program largely because of policies that it inherited and for which he and the Leader of the Opposition were largely responsible. The honourable member should bear in mind that nearly 50 per cent of those borrowings which we will be paying back this year were entered into not by this Government but by the former coalition Government. Mr Tuckey —I rise on a point of order, Madam Speaker. We have already arrived at the question of relevance. You have just made a very considered statement to the chamber and the Opposition is doing everything in its power to comply by asking specific questions. The question was about why the Treasurer paid out a 3 per cent loan instead of a 10 per cent loan, and the Acting Treasurer is dodging the question. He does not know. Madam SPEAKER —Order! The Minister is answering the question. I suggest that the honourable member for O'Connor abide by the rest of the Standing Orders and not continue to disrupt the House. Mr DAWKINS —This Government believes that it is important, if a government is interested in protecting itself from exchange rate variations, to start off by paying off the debt. The debt we are paying off is one which was largely accumulated by our predecessors in office. Opposition members interjecting- Mr DAWKINS —Well may they laugh but, as I said before, nearly 50 per cent of the debt that we will be retiring this year will be debt which was entered into by our predecessors. Of course, it is prudent for us to begin the task of paying back the debt which was accumulated largely because of the fiscal inheritance which we received from the Leader of the Opposition and his brilliant economic adviser, who now sits on the other side of the House as the honourable member for Wentworth. The honourable member for Wentworth has produced some figures, the accuracy of which I cannot support. He has made certain assumptions. Mr Howard —So Keating's press release is wrong, is it? Mr DAWKINS —This is the press release of the shadow Minister for Finance. The shadow Minister's press release makes certain assumptions about exchange rates prevailing at certain times. I am quite happy to have those matters checked for him. But the simple fact is that this Government is concerned about diminishing the debt. That is why we have been pursuing a responsible fiscal policy, a responsible wages policy, in stark contrast with the irresponsibility of those who went before us. Mr O'KEEFE —I direct my question to the Minister for Housing and Aged Care, and it concerns the review of the highly successful home and community care program. What progress is being made in the triennial review of the program? Is the Minister seeking to put in place a strategic plan for each State? Has the program been successful in Victoria? Mr STAPLES —I thank the honourable member for Burke for his question. In referring to the success of the home and community care program, particularly in Victoria, I mention the honourable member's success in gaining credit for that program in his electorate. The program has been extremely successful. The triennial review is well under way and is reaching completion. It is important to note that, as part of that review, we are to have strategic plans for the first time in Australia to ensure that the home and community care program is properly put in place. Victoria is the first to announce, with the Commonwealth, its strategic plan. The reality is that the home and community care program has been one of the major social justice achievements of this Government. In 1985 it brought together under one umbrella a range of services that were scattered all over the place to serve the frail aged and the young disabled. It is symbolic of the Hawke Labor Government's commitment to building aged care and social justice programs. Funds for the program have increased by over 20 per cent every year since the program began. It now receives over $200m a year. It is also symbolic of the Cain Labor Government's commitment to building an aged care and social justice program. It has matched the Commonwealth all the way. Now in its strategic plan the State has displayed its clear commitment to the people of Victoria. We have had a few gold medal performances. The home and community care program, from both this Government and the Victorian Government, is itself a gold medal performance. Honourable members interjecting- Mr STAPLES —I think the cackles coming from those opposite are curious. That is all we get out of them as policy-cackles. Instead of care, we get scare. That is the limit of their policy on aged care. As they are so interested in the home and community care program, it is interesting to note that the Liberal Party policy does not even mention the home and community care program as such. Imagine it! The people who are purporting to become the Government of Victoria in a few days' time do not even mention the home and community care program in their policy. I heard a few National Party cackles as well. Does the National Party have a policy? Who has heard of it? What are its priorities? The reality is that this is probably a rare example of unity between the National Party and the Liberal Party: neither party has a policy on the home and community care program. What are the implications for the aged and disabled of the Opposition parties being in government in Victoria? If I were a frail aged or disabled Victorian, I would be very worried about the prospect of the rabble from that side coming into government next week. But that will not be the case. There is only one choice for the future of the home and community care program, that is, a combination of the Hawke Labor Government and the Cain Labor Government. Mr PEACOCK —I refer the Acting Treasurer to reports in this morning's press that the Prime Minister issued a denial that he, the Prime Minister, had predicted at a meeting of the Labor Caucus that interest rates would fall a little. Following the Prime Minister's denial, will the Acting Treasurer withdraw his remark made in the House yesterday that `this Government has set the circumstances whereby there will be a general downward trend in interest rates'? Mr DAWKINS —What I said yesterday is what I will repeat today. That is, the stance of fiscal policy and the stance of general economic policy being pursued by this Government are such that they will underpin lower interest rates. That is the case. That is the case because we have brought in a Budget based on fiscal policy which will see a surplus of $5 1/2 billion, a surplus which is a massive turnaround from the deficit that we inherited from our predecessors. That deficit was something like 4 per cent of gross domestic product, and now we have a Budget surplus of something like one per cent of GDP. That transference, that turnaround, in fiscal policy has not been matched anywhere in the world. There are other aspects of our economic policy which, in terms of the management of inflation and so on, will also ensure that there is an underpinning of a lower interest rate regime. Let me say again what I said yesterday: we do not rely on manipulation for the management of interest rates. I think Opposition members must be living in some kind of time warp. They must think that we are still back in the regulatory regime that they used to manage month upon month when they tried to manipulate rates quite deliberately. Of course, if there were an election in the offing they would manipulate even more enthusiastically. Interest rates in this country are determined by market forces. They are determined by factors, some of which we have control over, some of which we do not, such as international circumstances. The important thing to remember is that there is a demand for finance in this country which is underpinning a very substantial investment surge. Something like 12 per cent investment is predicted over the next 12 months. In order to ensure that there is maximum scope for that investment to take place without there being upward pressure on interest rates, we have ensured through our fiscal policy that there will be no net borrowings by any level of government in this country. That is the kind of fiscal policy which our opponents would never be able to match, could not even contemplate in the past, and certainly will never be entrusted to have another go at in the near future. Mr CHARLES —I refer the Prime Minister to the many structural changes that are occurring in the Australian economy due to the excellent policies and actions of the Hawke Government since its election and the Cain Government in Victoria. Can the Prime Minister advise the House of the effects on the manufacturing industry of the structural changes occurring within the Australian economy? Mr HAWKE —I thank the honourable member for his question and, as I think all honourable members would appreciate, an important objective of all the processes of restructuring the Australian economy is to achieve a diversification of our export base. Of course, that requires a reversal of the years of neglect that characterised government by the Opposition parties when they were on this side of the House. Certainly, I am proud to be able to stand up in this House and say that the policies we have brought in to restructure the Australian economy are having the positive and desired effect. Mr Sinclair —Come off it! Rubbish! Mr HAWKE —I know that Opposition members do not like the facts so I will give them some. Fact one relates to what the coalition Government did to manufacturing employment in this country. In the coalition's seven years in office manufacturing employment declined by an average annual rate of 1.6 per cent. That is, each year employment in manufacturing was down by 1.6 per cent. This Government has turned that around and now manufacturing employment is growing again at an annual average rate of 0.8 per cent. Let us look at manufacturing investment. Under my Government it has increased at an average annual rate three times greater than that which existed under the conservative Government. In each of the last three years for which figures are available real private new capital expenditure in manufacturing increased by 10 per cent or more. Between June 1976 and June 1983 the increase in manufactured exports in real terms was 5 per cent. That was the coalition's achievement. Under this Government it has increased to 8.5 per cent a year. In 1986-87 real manufacturing exports increased by around 15 per cent and in 1987-88 they increased by 13 per cent. That is the clear indictment of the Opposition's neglect of Australia's manufacturing base. We have turned around that neglect and created an Australia in which our manufacturers can go out and take on the best in the world. They are now beating them in the most competitive markets. I can also advise honourable members that in this magnificent achievement that has characterised this Government, the State of Victoria is leading the way in the revival of manufacturing industry. Moreover, private business investment in all sectors in Victoria over the past five years has grown at double the rate of that in Australia as a whole. Contrast the six years of the Cain Government in Victoria, when that State has been doing twice as well as the rest of Australia, with the six years prior to 1982 when under the coalition we saw Victoria's share of investment decline markedly. As we are looking at the contribution of the State of Victoria to this magnificent achievement of the expansion of the Australian economy, I point out that in the last 60 months in a row Victoria has had the lowest unemployment rate in the whole country. While I am speaking of this area, let me also look at the question of industrial relations. Industrial relations were in chaos under the coalition because it looked for confrontation. Under this Government strikes and time lost were reduced by 62 per cent. There has been a 62 per cent reduction under this Government compared with the Opposition's miserable record. In the last 12 months working days lost per 1,000 workers in Victoria totalled 139, as against the national average of 212. In other words, the Victorian achievement is 35 per cent better than that of Australia as a whole. By any measure one can use, the performance nationally under the Labor Government has put to shame the record of those people opposite when they were in government. Indeed, in the enormous recovery that has taken place in the Australian economy in general and in the manufacturing sector in particular, I am proud to say that Victoria, under the Cain Labor Government, has led the way in Australia. Mr CONNOLLY —I direct my question to the Acting Treasurer. Is it a fact that superannuation funds are collecting taxes on employer contributions since 1 July as required by the Treasurer's May statement? Is it also a fact that fund administrators are liable to be sued for collecting such a tax as there is no legislation in place for this tax to be collected? Why has there been a delay in tabling the enabling legislation for the new tax and when does the Acting Treasurer expect that it will be introduced into Parliament? Mr DAWKINS —Bearing in mind that the first part of the honourable member's question goes to matters of law and whether there will be legal actions against certain persons, I would not venture on that-- Mr Sinclair —What are the implications? Madam SPEAKER —Order! The right honourable member for New England will cease interjecting. I remind him of the statement that I made earlier. Continued interjections are not in order. Mr DAWKINS —I will happily check up on that part of the honourable member's question and give him an answer. I would certainly not venture legal opinions here, even if I happened to be a lawyer, which I am not. Mr Connolly —I raise a point of order, Madam Speaker. My question did not contain a request for information on a legal matter, for obvious reasons. It is contrary to the Standing Orders. My question is quite straightforward. Madam SPEAKER —I accept the honourable member's point. Mr DAWKINS —I have already answered the first part of the honourable member's question. As to the timetable for the introduction of the legislation, I shall let the honourable member know. Mr TICKNER —My question is addressed to the Minister for Defence Science and Personnel. Is she aware of the very serious claims by the Opposition spokesman for defence, the honourable member for McPherson, to the effect that defence personnel at Holsworthy Army Barracks are being forced to buy paint to improve their living quarters and to hire gardeners to mow their lawns? Is there any truth in these very serious claims? What is the Minister doing to address those concerns? Mrs KELLY —I thank the honourable member for his question. His concern for and interest in the service men and women at Holsworthy are a credit to him and his representation. The shadow Minister for defence, the honourable member for McPherson, has recently put out two press releases, one on the subject of grass and mowing and the other on the subject of soldiers paying for maintenance out of their own pockets. Firstly, I wish to refer to the maintenance of barracks accommodation at Holsworthy. According to the honourable member for McPherson, this has been reduced by 60 per cent in recent years and this year there has been a further reduction of 30 per cent. Those are totally imaginary statistics; they are wrong. This financial year $2.75m will be spent on repairs and maintenance, including $1.2m on programmed items, which represents an increase of about a quarter of a million dollars on the 1987-88 financial year. The Opposition cannot add up, as usual. Over the next five years 19 accommodation blocks at Holsworthy will be upgraded into single room accommodation at a cost of about $8m. The upgrading will also include painting. However, in the meantime soldiers may choose to paint their own accommodation. They may not even like the old colour scheme. The Army encourages self-help. We believe that it is a sensible and quick way to effect minor repairs. That may include minor painting tasks. The Army is happy to supply stores, including paint, for this purpose, though I cannot guarantee that all colours will be available. The shadow Minister for defence will no doubt now produce a further press release claiming that all the colours are not available, but I can live with that. In fact, the Minister for Defence can live with that and, more importantly, so can the soldiers of Holsworthy. I hope that this reassures the honourable member for Hughes. I come to the second major point referred to-that of mowing. Since the Opposition has announced that it has a shadow Minister for Defence Science and Personnel, I do not know what the next press release will be from the shadow Minister for defence because he never puts out anything of strategic importance. To do justice to the weight of the Opposition spokesman's case on this issue I want to quote directly from what he said. Obviously I will have to edit it because his releases are always very wordy. I quote from his press release: Soldiers passing the hat around to collect money to hire someone to cut the grass around their barracks is symptomatic of the frustration that Servicemen and women are feeling about . . . the inconsequential duties they are expected to perform. The fact is that the mowing of unit lawns has been a unit responsibility for years. The mowers are supplied and the mowing is done either as a duty requirement or by defaulters as a mild punishment. That does not seem to me serious enough to justify-- Opposition members interjecting- Mrs KELLY —The Opposition's Treasury spokesman and his colleagues ought to listen to the solution of the honourable member for McPherson to the problem. He says: There is only one way to tackle the growing problem . . . and that is to increase the number of uniformed personnel . . . I can only conclude that it is the shadow Minister's view that the Army should form a mowing corps at Holsworthy. The picture that conjures up is quite appealing: lawn mowers painted in camouflage, equipped with protective armour and light guns mounted on them. But seriously, there are real issues that matter to the service men and women at Holsworthy barracks, and they are the issues that this Government is concentrating on and is tackling. For instance, on Friday I am opening a new maintenance facility at Moorebank set up by the Defence Housing Authority to improve the standard of repairs and maintenance of married quarters throughout the area. Mr Reith —Come on, you are wasting Question Time. Mrs KELLY —The Opposition interjects that we are wasting Question Time by talking about improvements in the Defence Force. We do not believe that to be a waste of Question Time, and we are very proud of our real achievements in defence conditions. Mr SHARP —I refer the Minister representing the Minister for the Arts, Sport, the Environment, Tourism and Territories to previous statements made on behalf of the Government, and totally endorsed by the Opposition, deploring the use of drugs in sport as nothing less than cheating that destroys the ethos of competitive sport and sportsmanship. I also refer the Minister to the firm policy position of the Australian Institute of Sport that anybody using AIS facilities or receiving support from the Institute will be subject to drug testing. Will the Minister explain why this policy was waived earlier this year during a major international swimming meet held at the Institute in which competitors from the Eastern bloc participated? Why were drug tests not carried out at that swimming meet, and how does the Government reconcile this failure by the AIS to carry out the stated policy with the Government's own rhetoric about the evils of drugs in sport? Mr HOLDING —I am unaware of the circumstances to which the honourable member refers. I will certainly make inquiries and give him an answer as soon as practicable. Mr BRUMBY —My question is directed to the Minister for Transport and Communications. Can the Minister inform the House of the new arrangements for the broadcasting of parliamentary proceedings? Mr WILLIS —Members of the House will be aware that the Australian Broadcasting Corporation (ABC) is required by Act of Parliament to broadcast parliamentary proceedings, and it does so on Radio National. As from the commencement of these Budget sittings the proceedings have also been broadcast by the ABC on an additional set of frequencies operating on ABC standby transmitters as part of a proposed changeover process which is intended to see the proceedings broadcast exclusively on these new channels. These arrangements were announced by my predecessor, Senator Gareth Evans, on 9 August. This week, however, broadcasts are being conducted simultaneously on both Radio National and the new stations for the daytime proceedings but the night-time proceedings are being broadcast exclusively on the new stations. This trial arrangement has been approved by the Joint Parliamentary Committee on the Broadcasting of Parliamentary Proceedings, and if it proves satisfactory it is intended to move to exclusive coverage on the new channels thereafter. I am sure the moving of the broadcast of parliamentary proceedings from Radio National will please ABC Radio National listeners, as it will give the ABC the capacity to provide the full range of Radio National services whilst enabling those masochists who listen regularly to parliamentary broadcasts to continue to do so. The ABC has publicised the new arrangements for this week through its capital city radio services and in the Listener program magazine. It has also been announced regularly by the announcer who hosts the broadcasting of parliamentary proceedings. I can assure the House that the new arrangements will be carefully monitored and that the move to exclusive coverage on the new frequencies will occur only if it proves absolutely satisfactory. Mr ALDRED —My question is directed to the Minister representing the Minister for Immigration, Local Government and Ethnic Affairs. The Minister will recall an article in the Melbourne Age of 13 September last referring to a Department of Immigration, Local Government and Ethnic Affairs investigation into alleged malpractice in respect of the business migration program by a senior immigration officer posted in Asia, believed to be Hong Kong, and by a former employee and a serving employee of a government agency. I now ask the Minister: Is the Government agency referred to the Victorian Economic Development Corporation? Mr HOLDING —In no aspect of immigration policy has there been such considered appraisal as in respect of the business migration program. Certainly to the best of my knowledge there is no evidence to suggest that the particular body referred to by the honourable gentleman has been subject to any such inquiry. But I might also add this by way of general statement: the business migration program has been the subject of a series of scurrilous attacks, of allegations of people coming in and laundering money and being a source of criminal activity of one sort or another. It is unfortunate that no-one has led that kind of malicious attack more than the honourable gentleman. As a matter of policy, whenever such allegations are made-- Mr Aldred —I rise on a point of order, Madam Speaker. I draw your attention to standing order 145, which requires that an answer shall be relevant. My question was most specific. Is the government agency referred to the Victorian Economic Development Corporation? Mr HOLDING —I assure you, Madam Speaker, that I will be relevant, and the honourable gentleman will not like the relevance. Mr Beale —Yes or no? Mr HOLDING —I will tell the honourable gentleman what is yes, and I will tell him what is no. The answer is that the honourable gentleman has persistently made false and spurious allegations and it has always been the policy of the Department, those allegations having been made time and again under privilege-- Mr Sinclair —On a point of order, Madam Speaker: under Standing Orders accusations such as those just made by the Minister about another member of this House must be made under a specific motion. I suggest that the Minister should withdraw his accusations. If they are to be made, they must be made by way of substantive motion, and his accusations must be substantiated. Madam SPEAKER —The Minister will withdraw the allegation. Mr HOLDING —In deference to you, Madam Speaker, I will withdraw the allegation. I will restate the case very simply. The honourable gentleman has made a series of allegations in which he has accused-- Mr Spender —I rise on a point of order, Madam Speaker. You will recall that when a withdrawal is required it must be made without any such introductory words as `in deference to you'. It must be unqualified. That is how it should be, without any wriggling. Madam SPEAKER —The Minister will withdraw without qualification. Mr HOLDING —I will withdraw, because the important thing is the historic record. The historic record shows that the honourable gentleman on many occasions has made allegations of the laundering of money and of criminal activity, and the policy that I and the Department have followed has led to my writing to the honourable gentleman on two occasions. I believe it is perfectly proper if an honourable member raises serious allegations in this House that go to the administration of Government policy, particularly when there are allegations of corruption, for the responsible Minister to write to that member and say, `Please will you give me the detailed information so that these matters can be pursued and investigated and if they are true the person or persons concerned will be dealt with'. On two occasions I have written to the honourable gentleman. On those occasions what I received back from him-- Mr Tim Fischer —Madam Speaker, I take a point of order. Madam SPEAKER —Would the Minister speak into the microphone when he resumes? Mr Tim Fischer —Madam Speaker, that is, in fact, my point of order. The Minister consistently has had his back to the Chair. Not only does this constitute a breach of the Standing Orders but also it is contributing to the problem relating to the acoustics of this chamber and the broadcast. Madam SPEAKER —I accept the point. The Minister will speak into the microphone. I know that it is very difficult. Mr HOLDING —Let me talk intimately and sincerely to the honourable gentleman. Intimately and sincerely I say that, when I was Minister for Immigration, Local Government and Ethnic Affairs, I wrote to the honourable gentleman asking him to specify the details-- Mr Aldred —Madam Speaker, I take a point of order. Madam SPEAKER —Order! If honourable members on my right will be silent, I may be able to hear the point of order. Mr Aldred —Firstly, I cannot hear the Minister correctly. I would like him to speak more audibly. Secondly, I repeat my earlier point of order. I would like an answer to a specific question. Madam SPEAKER —The Minister is answering the question. Mr HOLDING —Having written to the honourable gentleman, I ask: Did he provide the information? Did he say, `Minister, there is the detail. I will be more than interested to see the results of your inquiries'? What I got was a letter saying, `I have given that information to the relevant police authorities'. Mr Sinclair —That is a very good idea. Mr HOLDING —Yes, except that when one asks the relevant police authorities they know absolutely nothing about it. I suggest to the honourable gentleman that, if he wants to make these sorts of allegations, he owes a duty to the House to provide evidence. When he provides evidence to justify the nature of his allegations, they will be treated seriously. As to the nature of the question he has just asked, it is within the pattern of the general nature of all his allegations. They are unsupported and unfounded. The only conspiracy and criminal concepts that are involved lurk deep within the mind of the honourable gentleman. Mr CAMPBELL —I refer the Minister for Primary Industries and Energy to an article which appeared in the Australian on Saturday and which described southern bluefin tuna as being `driven towards extinction' by fishermen from Australia and Japan. The fishery is potentially one of the world's most valuable but the stock is in a critically depleted state. What is the Government doing in response to the unanimous advice from scientists that, unless the catches of southern bluefin are dramatically reduced, the fishery will collapse? Mr KERIN —I thank the honourable member for Kalgoorlie-curly Campbell- for his question and for the close interest he has in the southern bluefin tuna fishery. The first obligation of any Australian fisheries Minister is to conserve our fish stocks, unlike the slack previous Government. Under this Government the Australian southern bluefin tuna fishery has been subject to stringent controls through a quota regime under a management plan since 1984. Some scientists are now so concerned by the level of stock depletion that they say that no southern bluefin tuna should be caught until the stock recovers. Our catch limit has been reduced to over half the level of the early 1980s. This species is a single, migratory species and its conservation and survival are totally dependent on cooperation between all the countries that fish it. A meeting is presently under way between Australia, Japan and New Zealand to try to establish the catch quota for this year. Those negotiations have been going on for quite some time. To my mind it is absolutely essential that we reduce the quota again this year, possibly by at least another 50 per cent. Australia is also pressing for an international agreement so that we can bring the stock totally under control for the other fisheries that fish in this fishery. All the catches must now be covered by a quota. Previously, there were incidental catch provisions. In other words, an incidental catch could be caught by fishing boats in other fisheries. The 4,000 or so boats with Commonwealth licences have some incidental catch provision, allowing a catch of up to one tonne. There are 40 other boats with an incidental catch provision of five tonnes. The development of the sashimi market, where a tonne is worth anything up to $50,000-in contrast to the early days, in 1984, when we put the regime in place and the catch was worth between $700 and $900 a tonne-has made the fishery very profitable. I put into place the regulations to withdraw the incidental catch provisions to preserve the stock. The Senate Standing Committee on Industry, Science and Technology is now looking at the provisions that I have put forward, mainly due to an opportunistic stunt by some Liberal senators. The Committee faces a weighty responsibility. The equity situation is such that anyone can still enter the fishery by leasing or buying quota. A fisherman can still lease quota for $1,000 a tonne, catch his tonne of fish if he wants to and probably get up to $50,000 for it in the sashimi market in Tokyo. The Australian Fisheries Council agrees exactly with what the Commonwealth is doing. The Senate Standing Committee must see the connection between the crisis in the tuna resource and the removal of the one and five tonne provisions. I re-emphasise that the provisions which were introduced so as to allow commercial gain from tuna caught incidentally by people fishing for other species are now being used by people to enter the tuna fishery by the back door. I intend writing to the Senate Committee to make this point. I need go no further than to report a complaint by a fisherman I met a fortnight ago who said that the deletion of the one tonne and five tonne quota provisions would spoil all his plans for tuna fishing. He admitted that all his planning investment decisions had been based on entry to the fishery by targeting southern bluefin tuna. I believe that it would be absolute lunacy for us to keep on the books a regulation permitting the incidental catch of up to 4,5000 tonnes of tuna when the stock is totally under threat. Mr BURR —The Prime Minister will recall that, following the presentation of the 1987-88 Budget Speech, the Treasurer made several press comments to the effect that his next great objective was to reform the labour market. Can the Prime Minister detail for me those reforms of the labour market that he, the Government or the Treasurer has been able to achieve during the intervening 15 months? Mr HAWKE —There is not time to go to all elements of the broad subject opened up by the honourable member, but I will go to what I think will be seen in historical terms as the single most important thing that has been done. That is the cooperative work that has been undertaken by the Government, trade union movement and employers, and now with the endorsement of the Australian Conciliation and Arbitration Commission, to undertake the restructuring of the Australian awards. I am sure that when the history of this period is written nothing that has been done will be seen to have even approached the importance of this issue. What we have in Australia at the moment is a set of awards which, in so many cases, represent the inheritance of 50 or 60 years ago. For instance, let me refer to the metal trades award. The metal trades award has, I think, about 370 classifications which have grown up over 50, 60, 70 or 80 years. As a result of the discussions that we have had with the trade union movement and the employers-and I pay great tribute to the Metal Trades Industry Association in general and to Bert Evans in particular-with their cooperation we are creating a framework within the metal trades so that, instead of having 370 or 380 classifications, that number will be reduced to eight or nine. This means that, in that important section of the labour market, instead of putting people into categories and classifications which have no relevance to modern day production, we will have a system which will be relevant to the type of production that characterises not only the metal trades but manufacturing industry generally. It will affect training and the opportunity for movement between classifications, which hitherto would not have been possible. Nothing will open up the labour market in a productive sense in the manufacturing area-but not only in the manufacturing area-more than this dramatic restructuring of the Australian award system. I repeat: a great deal of credit is owed in that respect to my Ministers who have been involved, and to the leadership of the trade union movement in general and the leaders of the particular unions concerned. Also, as I say, without question enormous tribute is owed to the employers who have cooperated in this matter. As I say, the Conciliation and Arbitration Commission in its most recent decision has set down a framework of principles which will facilitate this massive restructuring. I say to the honourable gentleman, because I know he has real concern about these issues-he is not just fishing around; he has a real concern-that it is my judgment that when we get that restructuring of the metal trades awards, which will be effective by next year, and having regard to the concurrent work on other major awards, we will have an award system which not only will deal, as the honourable gentleman knows, with the setting of pay and conditions, but also will be relevant to the training processes for labour and industry. We will have a set of awards, award conditions, and facilities for the training and movement of people between positions that will match the requirements of the Australian economy if it is to be fully competitive in the world today. Many other things have been done. I could talk about them, and would be quite happy to talk in detail to the honourable gentleman in private. If I had to pick one thing during the period which he talked about, the last 15 months, that has changed the labour market, I would pick the changes which are taking place in the area that I have talked about and which will produce a more flexible, more relevant and better trained work force than we have ever had. Importantly, it will continue to be flexible and relevant to the needs of the Australian economy in the years ahead. Mr SHARP(Gilmore) —by leave-I move: That this House- (1) congratulates those members of the Australian Olympic Team who have won gold medals, Duncan Armstrong and Debbie Flintoff-King, and those who have won silver and bronze medals at the Seoul Olympics; (2) congratulates the team members on a great effort; (3) extends its best wishes to one of its own members, the Member for Perth, Ric Charlesworth, who is a member of our very successful hockey side; and (4) extends its best wishes to all those Australians going into their finals and semi-finals as well as those yet to compete. Let us hope that they can bring home the bacon. I commend the motion to the House. Mr DEPUTY SPEAKER(Mr Leo McLeay) —Is the motion seconded? Mr RONALD EDWARDS(Stirling)(2.54) —I am happy to second the motion moved by the honourable member for Gilmore (Mr Sharp). It is a golden day for Australia, as the Prime Minister (Mr Hawke) has already mentioned, with the achievement of Debbie Flintoff-King today. It is also significant to note, when one sees the number of young people who are visiting the Parliament today, that sport provides them with a great symbol of achievement and of worthwhile competition. Debbie Flintoff-King and Duncan Armstrong have set a very high standard and have shown that Australians can reach very high levels in international competition. Many other young Australians have been part of our team in Seoul. Some have been successful in sports such as cycling, boxing and the demonstration sport of judo. Of course, in swimming we have also won bronze and silver medals. Many other young Australians who have also competed valiantly at the highest level of competition have not received a medal. Nevertheless, they have represented Australia in a very fine way. It is important that we acknowledge all of them and their contributions. I am pleased that the honourable member for Gilmore has mentioned the role of the honourable member for Perth (Dr Charlesworth). It is a great thing for this Parliament to be represented directly at Seoul. Ric Charlesworth is a very fine sportsman and is part of a very fine Australian hockey team which is competing this afternoon. Many of us will be very keen to know how they are going. Clearly, all members of the House-and I am sure that I speak for members of the public as well-are very pleased to recognise the Australian Olympic team in this respect. They have represented Australia very well. I close by saying that I think that sport is a unifying symbol for Australia. When one talks to people who are newly arrived in Australia, one realises that sport represents a very significant symbol. It is significant that the Opposition and the Government in this place are joining together in sending their best wishes to our Olympic team. Accordingly, I am pleased to represent the Government in this respect. Question resolved in the affirmative. Mr BEAZLEY(Swan-Leader of the House) —Papers are tabled as listed in the schedule circulated to honourable members earlier today. Details of the papers will be recorded in Hansard and the Votes and Proceedings. The schedule read as follows- River Murray Commission-Annual Report 1986-87-including the Auditor-General's Report-section 14 of the Murray-Darling Basin Act 1983. Department of the Prime Minister and Cabinet-Annual Report 1987-88-section 25 (8) of the Public Service Act 1922. Partnership for Development Program-text of a statement by the Minister for Industry, Technology and Commerce. Insurance and Superannuation Commission-Annual Report 1987-88-section 125 of the Insurance Act 1973; section 45 of the Insurance (Agents and Brokers) Act 1984; and section 21 of the Occupational Superannuation Standards Act 1987-together with a supplement on Industry Statistics for 1987-88 in relation to life and general insurance. Motion (by Mr Beazley)-by leave-agreed to: That this House, in accordance with the provisions of the Parliamentary Papers Act 1908, authorises the publication of the annual report for 1987-88 of the Insurance and Superannuation Commission. Mr ALDRED(Bruce) —Mr Deputy Speaker, I wish to make a personal explanation. Mr DEPUTY SPEAKER(Mr Leo McLeay) —Does the honourable member claim to have been misrepresented? Mr ALDRED —I do. Mr DEPUTY SPEAKER —The honourable member may proceed. Mr ALDRED —In response to my question during Question Time, the Minister for the Arts and Territories (Mr Holding), in his capacity as Minister representing the Minister for Immigration, Local Government and Ethnic Affairs, indicated that he had written to me requesting information on a number of matters. That is correct. He sent two rather panicky messages in a very short time. I understand that he also communicated similarly with the honourable member for Mitchell (Mr Cadman). This occurred at about the time when a number of serious allegations were being made, just prior to the commencement of this session, in relation to the Triad presence in Australia. I indicated to the Minister at that time, in his capacity as the then Minister for Immigration, Local Government and Ethnic Affairs, that from time to time I had come across material that was of value in this area and, as was the right and proper duty of any citizen, that material had been communicated on a confidential basis to the relevant law enforcement agencies. It had been communicated not just to one agency, but to a number of them. I emphasise that that had been done on a confidential basis. It is not my practice necessarily to state exactly whom one might deal with on such occasions. I add that it is up to the relevant law enforcement agencies to indicate, if they so want, what information they have. If they choose not to, because it might jeopardise operations in being or intelligence matters, that is their prerogative. But the information that has come my way and that is of value in this area has been passed over to the relevant agencies from time to time. Mr HOLDING(Melbourne Ports-Minister for the Arts and Territories) —I claim to have been misrepresented in the statement made by the honourable member for Bruce (Mr Aldred). Mr DEPUTY SPEAKER(Mr Leo McLeay) —The Minister may proceed. Mr HOLDING —On or about the fifteenth-- Mr Beale —Yes or no. Mr DEPUTY SPEAKER —The honourable member for Deakin will cease interjecting. Mr HOLDING —Would you please not treat Ministers of the Crown in the way that you treated your adolescent girlfriends. Mr DEPUTY SPEAKER —Order! The Minister will tell the Chair where he has been misrepresented. Opposition members interjecting- Mr DEPUTY SPEAKER —Order! If honourable members on my left were interjecting less I might have been able to hear what the Minister said. If the Minister offended against Standing Orders he should withdraw. Mr HOLDING —I do not believe I did, sir. The statement made by the honourable gentleman was part of a-- Mr Howard —Why do you not run it fairly? Mr DEPUTY SPEAKER —Order! If the Leader of the Opposition will cease interjecting I can continue to hear-- Mr Howard —Why do you not run it fairly? Mr DEPUTY SPEAKER —If the Leader of the Opposition continues to interject in that fashion I will warn him. I will not enter into any debate with him. I call the Minister. Mr HOLDING —On or about 15 or 16 May, the honourable member-- Mr Tim Fischer —I did hear the remarks of the Minister. I found them personally offensive and I ask that they be withdrawn. Everybody appears to have heard them except you. Mr DEPUTY SPEAKER —The Chair did not hear what the Minister said because of interjections. I have asked the Minister, because I did not hear. I can only ask for a value judgment to be made by him. It may help the debate in the House if the Minister withdraws. Mr HOLDING —If the honourable member who is making juvenile interjections feels offended and he wants to complain, I am happy to withdraw, but he has not asked me to withdraw. Mr DEPUTY SPEAKER —The Minister might withdraw and then we can get on with the matter. Mr HOLDING —He has not asked for me to withdraw, but if he wants me to I would be perfectly happy to do so. On or about 15 or 16 May the honourable member for Bruce made a series of statements and was quoted in the press as making a series of alarming allegations about criminals coming into the country. He referred specifically to Triads and to the business migration program. As was appropriate, I immediately sent him a telegram. It was not a matter of panic. But it seems to me that, when allegations of that kind are made, they ought to be the subject of investigation by the responsible Minister. I received no reply initially so I sent a further telegram on 17 June in which I said: I am concerned that you may not have received my telegram sent yesterday in which I asked that you forward to me as quickly as possible, any evidence you had to support your claims that the Chinese organised crime organisations, the triads, may be infiltrating Australia. If you did not receive my telegram, I must now insist that if you have any evidence to support your claims you should send it to me immediately so that I can forward it to the appropriate authorities for investigation. In the event that I do not hear from you in the very near future, I will assume that you have no evidence and will respond accordingly. I made similar contact with the shadow Minister for immigration, who was generous enough to refer me to Mr Dowd, the Attorney-General of New South Wales, in respect of those matters which were of concern to him. I would have thought that it would have been perfectly appropriate for the honourable member for Bruce to have said, `There is the evidence. Please forward it. I have also forwarded it, but I would be very interested to know the results of any investigations that you might make'. The honourable gentleman would have been aware that the immigration authorities also have their own methods of investigation and have very substantial international contacts. Mr DEPUTY SPEAKER —Order! The Minister should bring this personal explanation to a conclusion. Mr HOLDING —I will. I will table the letter from the honourable member for Bruce, which simply indicates that any information that has been available to him from time to time on this subject has been passed on to relevant law enforcement agencies in Australia on a confidential basis. Mr Sinclair —What is wrong with that? Mr HOLDING —As I said earlier, the inquiries I made indicated that those agencies knew nothing about it. In relation to the inquiries made of Mr Dowd, I also table his reply. Mr DEPUTY SPEAKER —Order! The Minister will not respond to interjections. Mr Spender —Mr Deputy Speaker, on a point of order: the Minister would understand that what he is doing now is entering into a debate and not making a personal explanation. Mr DEPUTY SPEAKER —The honourable member for North Sydney would be aware that the Minister has just completed his personal explanation. Mr Spender —If I had been aware I would not have taken a point of order. Mr DEPUTY SPEAKER —If the honourable member had been watching he would have seen that the Minister was about to sit down. Mr Spender —He bounces around so much it is hard to keep count. Mr DEPUTY SPEAKER —The honourable member might resume his seat so that we can get on with the matter of public importance. Mr Beazley —Mr Deputy Speaker, on a point of order: I want to-- Mr Spender —There goes puffing Billy. Mr Beazley —Withdraw. Mr DEPUTY SPEAKER —Is the Minister seeking to take a point of order? Mr Beazley —Yes. Mr Spender —Do you find `puffing Billy' or `giant jelly' offensive? Mr Beazley —Mr Deputy Speaker-- Mr DEPUTY SPEAKER —Earlier the colleagues of the honourable member for North Sydney required the Minister to withdraw an imputation-- Mr Spender —You required it to be withdrawn. Mr Beazley —Mr Deputy Speaker-- Mr DEPUTY SPEAKER —Order! The honourable member for North Sydney and the Minister will both resume their seats. Mr Spender —Do you want me to resume my seat? Mr DEPUTY SPEAKER —I have asked the honourable member for North Sydney to resume his seat three times now. Mr Spender —If you want me to do that, of course I will do that. Mr DEPUTY SPEAKER —Earlier the colleagues of the honourable member for North Sydney asked the Minister to withdraw. We are now getting to a position where this is rather ludicrous. It might help the debate if the honourable member for North Sydney withdraws. We might then get on with the matter of public importance and we will have no more of this juvenile behaviour. I call the honourable member for North Sydney. Mr Beazley —Mr Deputy Speaker-- Mr DEPUTY SPEAKER —We might have the honourable member for North Sydney withdrawing-- Mr Beazley —I don't care about his withdrawal. Mr DEPUTY SPEAKER —The Minister has asked that the honourable member withdraw. The honourable member has indicated that he will withdraw. We might have that first. Mr Spender —Mr Deputy Speaker, I am seeking your guidance as to which allegation I should withdraw. Is it the friendly repartee back and forth in which I said `puffing Billy' or `giant jelly' that I should withdraw? Mr DEPUTY SPEAKER —The honourable member for North Sydney will not abuse Standing Orders. Mr Spender —I am content to withdraw both for the time being if it is offensive. Mr DEPUTY SPEAKER —The honourable member for North Sydney will now resume his seat as he has withdrawn. Mr Beazley —Mr Deputy Speaker, I take a further point of order. The honourable member for North Sydney got up immediately following the position put by the Minister representing the Minister for Immigration, Local Government and Ethnic Affairs in this place. He made an intervention that clearly had nothing to do with Standing Orders but which went directly to criticising the conduct of your position. I would like to secure from you some understanding of the Standing Orders in regard to whether you consider that persistent behaviour of the honourable member for North Sydney orderly and whether it needs to be dealt with. Mr DEPUTY SPEAKER —Order! I have pointed out both to members of the Government and to members of the Opposition that the Chair is not in a position to give advice to members on how they should use the Standing Orders. Mr DEPUTY SPEAKER(Mr Leo McLeay) —Madam Speaker has received a letter from the honourable member for Wentworth (Dr Hewson) proposing that a definite matter of public importance be submitted to the House for discussion, namely: The cynical manipulation of interest rates by the Hawke/Keating Government. I call upon those members who approve of the proposed discussion to rise in their places. More than the number of members required by the Standing Orders having risen in their places- Dr HEWSON(Wentworth)(3.07) —The subject before the House today in this matter of public importance is probably one of the single most important failings in economic management by this Government in its term in office-that is, the arrogant, cynical and quite irresponsible way in which it has manipulated interest rates for short term political ends. It has done this on several occasions in its short period in office and it is at it again at present prior to next Saturday's Victorian election. The Treasurer (Mr Keating) cannot help himself when it comes to manipulating interest rates or travelling allowances. But in a typical, cynical and arrogant fashion the Government is attempting to hold interest rates down now against mounting evidence, including today's balance of payments figures, that interest rates are on an upward trend in this country. Honourable members might remember that last February and March the Government did the same thing basically before the New South Wales election. Early last year we saw it do the same thing in the lead-up to the Federal election and in 1984, when the Treasurer cut his teeth, he significantly manipulated interest rates in the latter half of 1984 before an election then as well. There can be no doubt that this sort of behaviour, this manipulation of interest rates for short term political gain, is blatantly dishonest and totally irresponsible. It has a significant fundamental effect on the lives of average Australians. Let me begin by drawing the attention of the House to some of the circumstances of the past in which this sort of behaviour has been pursued. Any one of the three or four examples that I picked will establish the trend that has been reflected in more recent activity. But the example that I would like to draw on is what I would call the bank holiday massacre of August 1984. I want to try to describe in general terms what apparently took place at that time just before the bank holiday weekend in the early part of August 1984. Two officers of the Reserve Bank of Australia met with the Treasurer for what is traditionally described as the Board debrief. The Board meeting of the Reserve Bank had been held on the previous Tuesday. Of course, such Board debriefings are usually pretty routine matters, not really of much moment, except on this occasion. Honourable members should imagine that the Governor of the Bank and one of his senior henchmen are in the Treasurer's office waiting for the Treasurer, quite innocently and quite unsuspecting. Their reflective mood was soon bowled over as the Treasurer walked straight into the room in normal, quiet and unassuming fashion. They were undoubtedly in awe of this great man and the way that he entered the room; undoubtedly they were fairly twitchy and nervous to be in the presence of such a great one; and obviously they had no idea of what was about to happen to them. Apparently, on that particular occasion, the Treasurer dispensed with the usual pleasantries. There were no `G'day sleazebags, dummies and scumbags' on that occasion-he went straight to the main game. He was preoccupied. One can imagine how the officers were caught by surprise when he said, and I am paraphrasing, `What do you'-I pause here because I have to exclude two fairly colourful expletives which I will replace with the words `fine chaps'-two fine chaps think you are doing with interest rates?' Honourable members can imagine their surprise, especially of a quiet and conservative person like the Governor of the Reserve Bank. Apparently they were then subjected to the usual rambling barrage of verbiage that tends to flow out of the Treasurer's mouth. Apparently, as it turns out, they had not fully appreciated the Treasurer's very deep-seated philosophical attachment to free markets and apparently they did not appreciate the fact that the Treasurer had been up all night working on his desk top Empire period computer, coming to the conclusion that interest rates should be much lower than they were at that time. Apparently the Treasurer argued to the Bank that the fall in inflation that he thought was under way at that time was not being fully reflected, or sufficiently reflected, in falling interest rates. In his view, interest rates clearly should have been much lower than they were. The Treasurer's logic apparently had nothing to do with the fact that the Government was planning an early election in late 1984! Apparently, after that fairly illuminating meeting, the Governor of the Reserve Bank and his henchman went back to the Reserve Bank and over the bank holiday weekend called together their troops and explained to them the details of the massacre that had taken place, and issued instructions to lower interest rates. Needless to say, at that time the Government did a pretty heavy job on the media, as is its tendency on these sorts of occasions, to convince them that that was a normal market reaction to the emerging economic circumstances of the time. In this regard I find it quite interesting to recall a very recent comment by Ross Gittins in the Sydney Morning Herald, who, when referring to the incident in 1984, described it thus: . . . the ham-fisted easing of policy in the runup to the 1984 election, which I now have no doubt was made under political instruction. The episode still rankles, since I was sold a pup at the time, and on-sold it in this column. Against that background I think it is enlightening to consider some of the remarks of the Prime Minister (Mr Hawke) and other Ministers at the time of the 1984 election. Honourable members will recall the now quite famous statement by the Prime Minister on 20 November 1984 when, a week before the election-and unrelated to that event, of course-he said: At present, the outlook for interest rates is as bright as it has been for more than a decade. Australia and Australians will during 1985 reap the interest rate rewards that are flowing from successful policies of the past 20 months. We've ploughed the fields and sown the seeds. In the near future we will harvest the crop. A very similar sort of statement was made yesterday by the Acting Treasurer (Mr Dawkins), as alluded to by the Deputy Leader of the Opposition (Mr Peacock) in a question he asked today. To refresh the memories of honourable members, the Acting Treasurer said that this Government had `set the circumstances whereby there will be a general downward trend in interest rates'. If we go back to 1984 and look at the track record following that brilliant statement by the Prime Minister, we will see that interest rates almost doubled in the course of 1985. Short term market interest rates rocketed from around 10.9 per cent or so at the time of that first meeting to nearly 19.6 per cent by the end of 1985. The prime rate for large corporate loans went up to 21 per cent by December 1985, and savings bank home interest rates hit a record 15.5 per cent not long thereafter. That is the sort of track record we have from this Government. I turn now to another circumstance earlier this year prior to the New South Wales election. Then there was a desperate attempt to try to save the jewel in the Australian Labor Party crown and protect Barrie and his cardigans from annihilation. The circumstances were quite clear at the time. There was a conscious effort to keep interest rates down against mounting evidence of deteriorating balance of payments and inflationary circumstances. What happened straight after the New South Wales election? Not surprisingly, there was a tightening of monetary policy in April, May and June and interest rates jumped significantly from around 10.5 per cent on average in February to a little over 13 per cent by the end of the financial year. The track record speaks for itself. Against that background I suggest that it is not unreasonable to ask the Acting Treasurer, as I did yesterday, whether similar discussions took place in current circumstances prior to the Victorian election on Saturday. At the present time interest rates are clearly on an upward course. Undoubtedly the Acting Treasurer will put out the normal party line that things are getting better, that we have turned the corner and that we are on the mend. Of course, he will overlook things like the balance of payments figures that came out today which show a $1.391 billion deficit for August on top of a $1.5 billion deficit, now revised downwards a little bit, for July. That is $2.9 billion in two months. We are a third of the way to the balance of payments projection for this year of a $9.5 billion deficit in a sixth of the time. Of course, the Acting Treasurer will get up and accuse me of picking a couple of figures that are favourable to my cause, so I will go back further: I will take the last six months and include the very favourable figure for April that he likes to draw attention to. If we take the last six months, the balance of payments deficit is presently running, at an average annual rate, at $13.9 billion. That is quite a lot higher than the $9.5 billion projected for this year by the Treasurer in his Budget Papers. Similarly, the Treasurer would have us believe that inflation is on a downward track. He has the magic projection, which has now almost emerged as a target, of 4.5 per cent by the middle of next year, and somewhere between 3 per cent and 4 per cent by the middle of 1990. However, that seems to fly directly in the face of what is obviously an over-heated economy with very difficult domestic economic circumstances, rising balance of payments pressures, rising wage costs and other labour costs. In the last 12 months the Government has never given substantial justification for an inflation forecast of that magnitude. One of the characteristic things that we find with this Treasurer, and we are seeing it now on his trip overseas, in his unbounded optimism about how things are going. Even when the International Monetary Fund, the Organisation for Economic Cooperation and Development or some other institution is moderately pessimistic about the world economy, the Treasurer has a glowingly optimistic assessment about how world growth will be maintained, how commodity prices will stay up, how world interest rates will not jump significantly, how world inflation will not pick up significantly and how there will not be a secondary correction in the stock market. I ask the House to think about each of those circumstances. The Treasurer has locked us into a very high risk economic strategy which is unattainable at the present time. If honourable members do not believe me, they need only go back and look at the forecasts in the Budget document, and look at last year's outcomes and compare them with this year's forecast. Some poor misguided soul has basically gone through and copied out those outcomes and made them look like forecasts. The Government does not believe any of that hogwash. It wants to get through the Victorian election, and presumably an early election in Western Australia. The Government is playing its old game of manipulating its assessment of economic circumstances and economic management. With respect to the bottom line of the Treasurer's Budget Speech for 1988-89, I draw attention to these comments: But we must be on guard against excessive import pressures threatening the recovery in our balance of payments. Last year the strong boost to incomes from the lift in commodity prices led to imports rising more rapidly than we had expected. As a consequence monetary policy was tightened . . . For the future, while other instruments have taken a greater share of the weight, monetary policy must continue to play its vital balancing role in the overall strategy of restraint. While the Treasurer has been out there in the last few weeks manipulating interest rates, holding them down, clearly he still has in mind that admission-by somebody in that Budget Speech-that the bottom line will be higher interest rates down the track. The prediction I make in the House today is that once we are through the Victorian election next week official interest rates will go on with their upward trend, as of course will housing interest rates, in a significant way, in the course of the next few months. Government members may talk and manipulate as much as they like; the fundamentals are there. One of the most interesting things is that the financial markets clearly do not agree with their assessment of what is happening because in the last week or so financial markets have started to move the interest rate structure up. The professional market rates are now running well ahead of the official rates managed by the Reserve Bank. Indeed, there is a very large gap opening up between those rates. The market is not going to be fooled. It is not going to tie itself into deals for next week or the week after at interest rates that are going to blow it out of the water. It has started to vote with its feet. After today's balance of payments number I bet the market is totally convinced that it is on the right track. Honourable members opposite can manipulate interest rates all they like but they are not going to get away from the fundamental situation that, as the Treasurer (Mr Keating) or somebody else admitted in speaking to the Budget, the bottom line is going to be a tightening of monetary policy in the course of the next couple of weeks following the Victorian election. The thing that disturbs me as a professional economist is not so much just the dishonesty, but the impact that this will have on the average Australian. We have already seen a one per cent increase in housing interest rates since the mini-Budget, despite a lot of statements to the contrary. We are about to see further increases in housing interest rates with further significant effects on the average Australian. For a $50,000 mortgage another one per cent increase in interest rates will cost the average person in Australia another $40 per month. That is a substantial additional slug on the average Australian. This policy of cynical manipulation of interest rates prior to an election has not changed the fundamental trend over the life of this Government, which is that home loan repayments as a percentage of family income have gone up from 19 per cent to 27 per cent. Mr DEPUTY SPEAKER(Mr Leo McLeay) —Order! The honourable member's time has expired. Mr DAWKINS(Fremantle-Minister for Employment, Education and Training and Acting Treasurer)(3.22) —Mr Deputy Speaker, there is an air of total unreality about the contribution of the honourable member for Wentworth (Dr Hewson), who has just resumed his seat. In one respect, he does take the disgraceful conduct of the shadow Treasurer, the honourable member for Kooyong (Mr Peacock), one step further. Not only did he engage in the same cowardly attack on the Treasurer (Mr Keating) in his absence, referring to such personal matters as travelling allowance but, more than that, he decided to attack the Governor of the Reserve Bank of Australia as well, referring to `the Governor of the Reserve Bank and his henchman'. What he is really saying is that there is some complicity on the part of the Governor of the Reserve Bank. He fails to explain how, in a deregulated system in which exchange rates find their own level and interest rates find their own level-I might say a system much beloved of the honourable member for Wentworth-one can manipulate interest rates. Of course, this was really a nostalgic trip down the time warp. He spoke of certain meetings which he said had happened, but he failed to provide evidence of them. One would have thought that if he had evidence of these meetings he would have provided it. These are just manufactured meetings which he thinks happened and alleges happened. Why did he not tell us about what actually happened when he was one of the meretricious players flitting across the political stage, as he was described by his predecessor as shadow Minister for Finance. I might say that `meretricious player' is not a description we used; indeed, the description is one which I do not intend to embellish by reference to a dictionary. I would ask people who are interested in the meaning of the word `meretricious' to look it up. I can tell them it has nothing whatsoever to do with merit. This meretricious player who has now been translated into, first of all, a politician who was elected to this House and now an Opposition spokesman has failed absolutely to explain to us how these mechanisms might work. Of course he could explain to us how they used to work when he was involved with the Leader of the Opposition (Mr Howard), Malcolm Fraser and various others manipulating not just exchange rates but interest rates as well. They used to sit down either as a Cabinet committee or as a committee of officials, as we did for a very brief time in the beginning of our term, and they would decide what interest rates should be and what exchange rates should be. We recognised the ridiculous nature of that particular system and of course we changed it; we floated the exchange rate. An absolute undeniable consequence of floating the exchange rate is that however much people might want to manipulate interest rates they simply cannot. They are purely in the hands of the market. What the honourable member for Wentworth is really saying by his reference to `the Governor of the Reserve Bank and his henchman' is that they are the ones who are manipulating exchange rates. I think that is a preposterous suggestion to make about one of the most distinguished public officials in this country, especially in a cowardly fashion behind the cloak of parliamentary privilege. There is not a scintilla of evidence that this gross allegation has anything whatsoever to support it. We would all be fascinated to know what actually happened during those cloak and dagger meetings within the Cabinet or within the meetings of senior officials as they set about trying to run the economy through exchange rate control and interest rate control. Talk about manipulation! Let us hear from the honourable member for Wentworth and let us hear from the Leader of the Opposition precisely what did happen in the lead-up to the 1980 election. What we know is that exchange rates were kept artificially high as some failed anti-inflationary policy, with the result that our manufacturing industry was completely destroyed. That was the beginning of the end of the manufacturing industry in this country until such time as we came along and gave it a new start. Let us not have any snivelling from the honourable member for Went- worth, who is as guilty as anyone else when it comes to artificial and totally counterproductive manipulation of important factors such as interest rates and exchange rates. Those opposite are the ones responsible for the ham-fisted, cynical and totally political manipulation of the exchange rates in 1980 designed, as it was, to get them over the 1980 election. They are the ones saying that it was about anti-inflation. They are the ones who wrecked manufacturing industry and now the honourable member for Wentworth has the cheek to come in here and assert that we are doing something that we cannot do in any event. No-one can suggest that we can sustain a period of artificially arriving at an interest rate policy when in fact it is the market which determines it. The honourable member gave the lie to his whole speech in the last couple of paragraphs when he said that the market is moving with its feet and the market is going to determine interest rates. Of course it is. That is our policy; that is what we set about trying to achieve with the honourable member's great congratulations, his great applause and his great encouragement. It was he who suggested that we should do that. He encouraged us and we did it. That is why it is the market which will determine what interest rates ought to be. If the honourable member wants to support his nonsense he has to tell us precisely what the mechanism is. When we have floating exchange rates, how on earth can one manipulate exchange rates in defiance of market forces within the financial markets of Australia? He knows it is nonsense but he has been given a brief. He has said, `We are in deep trouble in Victoria. We need a bit of an issue. Let us see whether we can crank up interest rates'. Why is he interested in interest rates? We all know that at one point interest rates can be politically very sensitive, and that is at the level of mortgage interest rates. There are hundreds of thousands or millions of Australians buying their houses and they know that a big part of their household disposable income goes in paying off their mortgage. What does the honourable member for Wentworth really think about mortgage interest rates? Let me quote from the Business Review Weekly of a little over a year ago. He said: And what about the so-called hallmark of the Government's conservative success, deregulation of the financial sector? An important sop to the business community? Yes-but not all the way. Clearly one of the most economically important interest rates, the housing interest rate on existing dwellings, remains regulated. So what does he want? He wants the Government to deregulate the mortgage interest rate. Does he still believe that or has he been sat upon by various other people within the Liberal Party so that he can maintain the appearance of deregulation of interest rates? Has he changed his mind on that? Why would he change his mind? I will tell the House why he might have changed his mind-although, on the other hand, he may not have done so. He read out the figures in his own speech. He might have done so because 50 per cent of mortgages are currently under the regulated ceiling of 13.5 per cent, whereas the current market rate for mortgages is about 14.5 per cent. What he wants and what he was saying a year ago-and presumably is saying again now-is that the Government should take the lid off that, so that 50 per cent of mortgages would go up immediately by one per cent from the current regulated rate-a rate which he says is a nonsense-to the non-regulated rate of 14.5 per cent. The honourable member gave the figures, and got them a little wrong. He said that on a mortgage of $50,000, if it were currently under the regulated rate and moved to the unregulated rate, the additional figure would be $40-I say $45-a month. Frankly, the honourable member for Wentworth cannot have it both ways. He cannot say that one should stop manipulating interest rates-without saying precisely how we should go about this in the current environment-and then hang on to his duplicitous policy of on the one hand wanting us to go the next step of deregulating existing loans and, on the other hand, saying what a terrible thing it would be if interest rates on mortgages went up by one per cent, which was precisely what he said, costing the person with a $50,000 loan an additional $40 or $45 a month. The honourable member for Wentworth should realise that he is not on one of his lecture circuits making cheap points, and probably packets of dough, in front of audiences. When he is making contributions to this House, there will be far greater scrutiny of the consistency of his remarks. The honourable member went on to make some observations about the balance of payments. Probably the most irresponsible remark made in the wake of the balance of payments exercise was that of the Leader of the Opposition. He asserted without a blush that interest rates would go up in the wake of the balance of payments figure. Of course, the markets will determine that, but that betrays the fact that the Leader of the Opposition and the honourable member for Wentworth want interest rates to go up. They are doing all they can to talk up interest rates and to talk down the circumstances of the economy. This takes us back not very long ago to the famous interview given by the Leader of the Opposition in New York-or was it Washington?-when he said, `The times will suit me'. What did he mean by that? He meant that if only the economy were in a dreadful mess, there might be some slight chance that he would fall over the line and we would all wake up in the morning groggy with the thought of having him as Prime Minister. He thinks he can become Prime Minister by talking down the economy, and takes every opportunity to do so. Now we have his spokesman on finance following suit and trying to talk up interest rates. That is totally reprehensible and irresponsible in current circumstances. Of course it is true to say, as the honourable member says, that the balance of payments figures for the first two months are higher than they were for the first two months of last year. But he knows very well-and was a little coy about making any predictions about the final position of the balance of payments or the current account-that one cannot take two months' figures, multiply them by six and say that that will be the outcome for the year. He admits that one cannot do that. What on earth is he trying to do by referring to these first two months? We know that if one looks at the first eight months of the year, one finds that the merchandise trade deficit and the services deficit are down. Therefore, there was no justification for making horrendous predictions about what will happen to the current account, and certainly no justification whatever for saying that this month's balance of payments figures provide a reason for the Government to change its policy stance. Certainly it does not provide justification for the Leader of the Opposition to start talking up interest rates in the hope that he might destabilise the economy and therefore help his own political ends. If anyone is trying cynically to manipulate interest rates for his own political ends, let him not look at this side of the House. He should look at the other side of the House. Those opposite are trying to create an issue where there is none, and are trying to do so not only by besmirching the character of the Treasurer-which in the cut and thrust of politics is okay while he is here but it is a bit rough when he is not-but also by seeking to drag the Governor of the Reserve Bank and his so-called henchman into this as well, which is totally unacceptable in political terms. The point of this exercise is that the honourable member for Wentworth has been unable to demonstrate how we would go about manipulating interest rates for any period at all in the current deregulated environment. He has not explained how he would do it. We do not have access to the devices which Opposition members cynically used when they sat down and plotted the course of interest rates and exchange rates. This Government has abandoned that. Therefore, the honourable member must explain how on earth one would go about this course. Of course, he cannot explain it. He knows that what he has said today is nonsense. There is no justification for his assertions or for those made by the Leader of the Opposition. The Government's policy stance is correct. With a Budget surplus of $5.5 billion, with inflation trending down, those are the circumstances, to the extent that the Government can influence them, which will usher in a period conducive to lower interest rates. Mr COBB(Parkes)(3.37) —It has been a depressing exercise to sit here this afternoon and listen to the man who aspires to be Treasurer when the present Treasurer (Mr Keating) finally attains the position of Prime Minister. The Acting Treasurer (Mr Dawkins) began in Question Time by making the most remarkable statements in answer to a question when he said that the Treasurer was overseas paying off a debt that the coalition Government had run up and that overall debt had actually been reduced. I remind the Acting Treasurer that Australia's overseas debt has quadrupled since the Government took over five years ago-in 1983. Mr Ian Cameron —That's right. Mr COBB —As my colleague says, that is correct. The debt was some $25 billion to $30 billion. Today it is some $120 billion. With the current account deficits blowing out in the way they are, there is only one prospect, despite a short plateauing of that figure, and that is that the figure will continue to soar. That is the sort of legacy the Government has left Australia. The Acting Treasurer does not even know about it, which is quite extraordinary. This debate is about the mismanagement of the economy, manifested by such figures as high current account deficits and high interest rates. It also is about integrity and honesty in government. As the honourable member for Wentworth (Dr Hewson), the shadow Minister for Finance, clearly demonstrated, the Government has been fudging the economic figures for electoral gain. I shall return to that point later. It is worth dwelling for a moment on the horrific figure that was released at 11.30 a.m. today relating to the current account deficit, which amounted in the previous month to $1.391 billion, which followed the figure for the month before of $1.667 billion. Therefore, in a period of two months we have virtually got a third of the total of what the Treasurer predicted for the whole year. It has made the prediction of $9.5 billion look ludicrous. The Australian public and even the Australian media are starting to wake up to the optimistic forecasts which the Treasurer has been making to cover up the Government's ineptitude in economic management. His forecasts have depended on stacking together a series of best case scenarios in this country for a whole lot of economic factors such as commodity prices, inflation rate predictions, optimistic predictions for growth, statements on overseas debts, glowing reports of what investment will be next year, and even overseas economic factors such as the size of the United States deficit and United States interest rates. I remind the Government that, if one of these figures fails, all the other figures will start to shift and the position that the Treasurer has predicted will look quite ludicrous. The Australian economy is in a very fragile position. It is in that position because the economic management of this country has put it there. The Treasurer has been allowed to get away with it. He has got away with it with the help of a subservient media to some extent and with the help of a number of fortuitous factors in his favour that will not come again. We all remember that when he took over in 1983 the drought in Australia broke. The US economy came good, which halved inflation rates around the world. Even in the last year or two in this country we have had a commodity price boom and a strengthening of the exchange rate. I will deal with those two factors briefly. The commodity price boom has come about because of fortuitous and very welcome factors. We have seen gold at near record levels, we have seen aluminium at near record levels, we have seen beef prices strengthen, and we have seen wool prices increase. In the last two years wool prices have gone up 240 per cent. While that has been very welcome, those commodity prices have peaked and some of them are on the way down. They will not continue to go up. So some of these glowing predictions will not come to pass at all. Because of commodity prices going up, the exchange rate has strengthened about 10c against the US dollar in recent months. But even that has started to turn around recently. We have seen the Australian dollar shift from about US82c to about US78c. I would not be surprised if it did not continue to move down another 3c, 4c or 5c before the end of the year. When that happens we will see the overseas debt increasing again, and we will see the interest payments on that overseas debt increasing as a result. Mr Ian Cameron —It will increase $1 billion a month. Mr COBB —Exactly. The honourable member for Maranoa reminds me that the Westpac review dated September 1988, which has come on to my desk today, states clearly on page 2 that `despite the improved trade conditions, Australia has already lost ground'. There we have it in a nutshell. The trade conditions are already showing signs of some stagnation and are turning around. The Treasurer and the Government have demonstrated clearly that they cannot make the hard decisions that are necessary. The Treasurer does not have the stomach for it. He is incapable of it. I am talking about things like making expenditure cuts. The only expenditure cuts he has made have been in payments to the States. Indirect taxes have gone up by massive and record amounts, and that is the only reason he has been able to balance his domestic Budget. At the same time he has maintained, as the honourable member for Wentworth said, artificially low interest rates in the economic circumstances that the Government has plunged us into today. Instead of correcting the fundamentals, it has continued to maintain these rates by heavying Reserve Bank officials. It did that through the last Federal election held in July last year. It put it off for the expected New South Wales election late last year, which did not come until March this year. Mr Ian Cameron —It didn't do them any good. Mr COBB —No, because the Australian people saw through it. Now the Government has decided to delay it until after the Victorian election and the Oxley by-election. Australians are starting to see through this sort of charade. They saw through the referendum nonsense that went on when the Government was picked up in the High Court for illegal advertising. It was picked up in this Parliament for the ploy of ticks and crosses. It was picked up for fraudulent wording. Come Saturday, the Victorian people will again see through this sort of deception. We have heard stories about the Treasurer visiting the Reserve Bank and heavying its officials to keep interest rates down. I remind the Treasurer that there was a court case recently in New South Wales in which the State seat of Port Stephens, which is held by the Australian Labor Party, was judged to have been won because the candidate offered bribes to the electors in the last couple of weeks in the lead-up to the election in a desperate attempt to win votes. That may have just tipped him in with the trickle of votes that he won by. It is not unreasonable to compare that situation with what is going on in the lead-up to the Victorian election on Saturday. These are the sorts of tactics that the Government is resorting to in this country today. The Government has delayed the current account deficit figures. It has fudged the consumer price index figures by artificially lowering the beer excise, it has delayed tax cuts until before the next Federal election, and it is artificially depressing interest rates until the Victorian election is over. So lacking is this Government in ethics that I think we need a new code of behaviour, a new code of ethics, in this country. Mr Lloyd —And a new government in Victoria. Mr COBB —As the honourable member says, we need a new government in Victoria, and federally. I say to the Federal Government: stop cheating before elections. It is trying to do to the Victorian election results what Ben Johnson did to the Olympic 100 metre result. The people of this country are starting to see through this tactic, and Victorians in particular will see through it. Conservatives are on a roll right across Australia. We won the Adelaide by-election. We had a 10 per cent swing in Port Adelaide. We had a massive swing against the Government in Groom. We won New South Wales. We are about to win Victoria. And we will probably win Oxley. Because of the atrocious state of the Victorian economy, the people will judge the State Government for what it is on Saturday and vote it out as surely as they will vote the Federal Government out at the next election. Mr DEPUTY SPEAKER(Mr Leo McLeay) —Order! The honourable member's time has expired. Mr RONALD EDWARDS(Stirling)(3.47) —I have always had a special regard for the Leader of the Opposition, the honourable member for Bennelong (Mr Howard). I have a degree of sympathy for him, as he really is saddled with the National Party. We have just heard a reason for not being saddled with the National Party. I do not know where the honourable member for Parkes (Mr Cobb) has come from, but we have just heard a speech riddled with voodoo economics. The honourable member for Wentworth (Dr Hewson) should aspire to greater things and not let the voodoo economics of the honourable member for Parkes trip him up. Unfortunately when the honourable member for Bennelong was Treasurer he was tripped up by those in the National Party. Do not let them do it again. They are doing it to him right now. He has a long way to go. I certainly take the view of some members of the Liberal Party: do not have a coalition with these people because they do not move the economic debate ahead. We all know that. Mr Ian Cameron —You don't know what you're talking about. Mr DEPUTY SPEAKER —Order! Mr RONALD EDWARDS —The circumstances-- Mr Ian Cameron —It is a disgrace. Mr DEPUTY SPEAKER —Order! The honourable member for Maranoa will cease interjecting. Mr Ian Cameron —These characters will totally bankrupt-- Mr DEPUTY SPEAKER —Order! I warn the honourable member for Maranoa. Mr RONALD EDWARDS —Those opposite continue to provide evidence for the point I am making. Voodoo economics is all that they are about. They have trouble facing the facts. Let me move on to the facts. We are dealing with the Opposition's approach to economics and our approach to economics. We know what this is about today. It is a pump up for Jeff Kennett. This is Jeff Kennett's steroid dose for Saturday. On Saturday there will be a dope test, and Jeff Kennett and the Liberal Party will be found to be dopes. We know what this is all about. We have seen it coming for a long time. We have heard just now from the great regulators. When they were in government they were the greatest exchange rate regulators and the greatest interest rate regulators. They cannot come in here today and talk about an approach to economics which does not recognise their history. Australians will remember them for a number of things. They will remember them for regulating interest rates and they will remember them for regulating the exchange rate. They will not forget that. They will also remember a number of other things. They will remember the $9.6 billion deficit that we inherited. We have turned that around to a $5.5 billion surplus. They will remember the Opposition creating unemployment-in terms of a quarter of a million people during the last year it was in office. They will remember that many young people in Australia who at that stage were embarking on careers saw those careers destroyed by the fact that the Opposition made a mess of economics when it had its chance. That is why the people are looking at the Opposition more speculatively now than they would have in the past because the mystique has gone. The Opposition cannot get away with it now. The people will also remember the Opposition for making a mess of wages policy. It got wages policy completely out of kilter. It would be very salutary for some members of the Opposition to read the Australian Financial Review of Monday where it talks about what happened when the wages policy got out of kilter and unemployment rose dramatically. We have had to address that. We have had an incomes policy which has attempted to address that-that is, we have engaged in a social wage trade-off to reduce wage pressure and thereby increase employment. The result is on the board. We should talk about facts because some people on the opposite side have tended to allude to facts that suit them, but when we talk about facts-for example, the one million jobs that have been created since 1983-they are substantial facts. People can look around and see a more prosperous Australian community and that is also a substantial fact. The Opposition cannot get away from that, because those facts are there. In terms of the previous Government's manipulation of interest rates, I must say that it kept the ceiling on interest rates. But what it was not able to do was increase the number of housing starts. This is very significant. I recognise what the honourable member for Wentworth said about one of the products of interest rates being the impact on housing and I think it is fair to say that both sides of the House take that issue seriously and want to put Australians into housing. But when the previous Government addressed this in 1982 it got housing starts down to 106,000 a year-the lowest for 20 years. The end product of one of those policies of interest rate activity was the very low level of housing commencements. That is just not good enough. In the years we have been in office we have averaged 135,000 per year. That is tangible. When one talks to people in Australia one discusses a number of issues, but one certainly talks about jobs and housing. I have already mentioned our achievement on the jobs front and people can demonstrate that. The achievement on the housing front is also there because we are getting people into houses. Those are substantial matters. These are not easy tasks, especially when we are bringing about cuts in Government expenditure so that we are reducing the impact of the Budget on the gross domestic product (GDP). We have had a substantial achievement there in terms of the impact of the Government sector on the GDP. That is there to be demonstrated; we have achieved that. The $5.5 billion surplus that was foreshadowed in the Budget that is still before the House is there and the Australian community understands that. The Opposition left us with a deficit of $9.6 billion; we have turned that around to a surplus of $5.5 billion. There are still some tests that the Opposition has not met and one of those to which I have already referred is the wage test. The Opposition has not been able to come up with a wages policy and I suspect that will continue to haunt it in opposition. It cannot come up with a substantial recognition that wage pressure can provide problems in terms of the level of employment if in fact those industries are competing in a highly competitive market. The Opposition has not addressed that while it has been in opposition. I think it will have a lot of difficulty there. I did not begin to speak about the National Party of Australia without having a purpose. The reason I mentioned it was that one of the factors that bedevilled the Liberal Party in government was its inability to arrive at a wage policy that the National Party would accept. That is on the record and it is still with the Liberal Party. On this side of the House we are still waiting for an Opposition wages policy to emerge but it has not done so. That will bedevil the conservative parties and keep them in opposition. On the question of the exchange rate policy, which is significant, because the Opposition had a controlled exchange rate it had, in effect, an overvalued Australian dollar. This had many impacts upon the Australian economy but one that was clear was that we could not develop an efficient export manufacturing sector. As a further consequence, we could not engage in effective import substitution. Therefore, we had in the long term a structural problem in Australia. One or two people from the National Party, who were sounding off earlier and who have now left the chamber because they exhausted their intellect after 30 seconds, spoke about rural exports. It is true that rural exports are still substantial in terms of our economic performance, but it also must be true that if we are to operate in the world which includes countries such as the United States, the European Community, Japan, South Korea and so on, we must have a viable export manufacturing sector. That is developing, but it would not have developed had we continued to have a controlled exchange rate because in effect we would have had an overvalued Australian dollar. That would not have provided the competitive position in which an export manufacturing sector could develop. That is the history and honourable members cannot escape that. That is the history of having one approach to economic policy that was quite wrong. It is not just a case of being wise with hindsight; it was quite wrong at the time and honourable members opposite know that. We could go right back in history to the times when the Liberal and National parties had substantial debates about setting the value of the Australian dollar. We can understand the tension that would have arisen because there were competing interests in those governments in those days. There is nothing wrong in that. But unfortunately the people in the National Party tended to carry the day in those debates. Thus, we had an Australian economy that was not prepared to face the competitive world market and not prepared to be adaptable in terms of training needs, wages policy and so on. These are the matters that are before us and before the Australian people. The people understood these issues in 1983 and they made a judgment about them then. That judgment was that the coalition Government had failed the economic test. The people are still making those judgments. The Opposition does not have the policies. For example, there is no tax policy and no wages policy. It is interesting that I should have mentioned tax policy because John Elliott gave the Liberal Party until the end of August to produce a tax policy. It is not there; there is no tax policy. I can understand that because again the Opposition is facing difficulties in terms of the groups within its own ranks. It must come up with that policy because the Australian community will not believe it. Tax policies that are just dreamed up for election purposes are not substantial and the Opposition has not done its job. Let me sum up by saying that we know what this is about. As I said at the beginning of my speech, this debate is a pumped up attempt for the Victorian elections on Saturday. But other judgments will be made by the Victorian electors between now and Saturday and those judgments will be about economic competence, performance and solidarity in government. In those terms the Cain Government will come out way ahead of the Opposition Leader, Mr Kennett. As I said at the outset, the Opposition cannot do a steroid fix to try to get Jeff Kennett over the line for Saturday. The fact is that his policies are not there any more than the Federal Opposition's policies are. There is an absence of policy and the Australian electorate will judge the Opposition accordingly. Mr DEPUTY SPEAKER(Mr Leo McLeay) —The debate is concluded. Motion (by Mr Barry Jones) agreed to: That so much of the standing and sessional orders be suspended as would prevent the ordinary routine of business on Thursday, 29 September 1988 being as follows: 1. Presentation of petitions. 2. Presentation and consideration of reports from parliamentary committees and delegations. 3. Private Members' business (commencing no later than 11 a.m., debate concluding no later than 12.30 p.m.). 4. Questions without notice (at 2.30 p.m.). 5. Presentation of papers. 6. Ministerial statements, by leave. 7. Matter of public importance. 8. Notices and orders of the day. Mr BARRY JONES(Lalor-Minister for Science, Customs and Small Business)(3.58) —I move: Excise Tariff Proposals No. 6 (1988). The proposals I have just tabled relate to a proposed alteration to the Excise Tariff Act 1921. Excise Tariff Proposals No. 6 (1988), operative on and from 1 October 1988, decrease the excise duty on naturally occurring liquefied petroleum gas from $15.39 to $6.25 per kilolitre. This change was announced by the Minister for Resources (Senator Cook) on 21 September 1988. I commend the proposals to the House. Debate (on motion by Mr Moore) adjourned. Bill presented by Mr Willis, and read a first time. Mr WILLIS(Gellibrand-Minister for Transport and Communications)(4.00) —I move: That the Bill be now read a second time. This Bill is a significant step in the Government's objective to provide more diverse television and radio services. It amends the Broadcasting Act to introduce a special category of limited licences aimed at meeting the need for a variety of specialised services which require technical planning but do not warrant the stringent program conditions applied to current broadcasting services. These services will include such things as information services and special event coverage. Most significantly in this Bicentennial year, they will provide also an appropriate means of implementing the Government's policy of placing control of broadcasting to remote Aboriginal and Islander communities where it belongs, in the hands of the communities themselves. I refer, of course, to the BRACS scheme, the broadcasting for remote Aboriginal communities services scheme, announced jointly in September last year by my predecessor and by the Minister for Aboriginal Affairs (Mr Hand). The Bill also makes a number of other less significant, but equally necessary, changes. These are desirable reforms to the Broadcasting Act and the Australian Broadcasting Corporation Act which cannot wait for the thorough reviews of all aspects of broadcasting policy now being conducted by the House of Representatives Standing Committee on Transport, Communications and Infrastructure and by the Department of Transport and Communications. The Bill also clarifies the legal status of a number of practices, such as relaying radio services to people `on hold' on the telephone. I will deal now with the proposals in more detail. New Licensing Arrangements The specialised services to be encompassed by limited licences do not have the public interest implications as current forms of broadcasting, either because of the minor nature of the service or, as in the case of BRACS services, because they are primarily the concern of the community served. Any possible public interest in these services can be safeguarded without invoking the complex rules applying to existing categories of services. Initially, limited licences will permit the licensing of services for local information, special event, remote Aboriginal community or national broadcaster channel-sharing purposes. Limited licences will be administered by the Australian Broadcasting Tribunal as they involve program origination. However, they will be subject to simplified administrative procedures and flexibility will be ensured by the capacity to create new types of limited licence by regulation. The Minister currently initiates licensing of all broadcasting services by inviting applications. Prospective limited licensees will be able to apply for licences without invitation. The Minister will retain the power to reject or defer those applications on planning or technical grounds but, otherwise, they will be referred to the Tribunal for consideration. The licence will specify the purpose for which it is granted and licensees will be required to provide a service consistent with that purpose, not one which is `adequate and comprehensive' as for existing forms of service. Either the Minister, through specifying the purposes, or the Tribunal, in imposing licence conditions, may refine the purpose of the service. A licence for information purposes will authorise one of two kinds of service. The first is an information service relevant to the interests of persons residing in, working in or visiting a particular area. Operators of tourist attractions and leisure resorts and some local councils see potential in broadcasting, for example, up to date information on events or places of interest in the local area. Other services could provide information about local road conditions. The second kind of information service will provide text or graphic material. Some doubt has arisen as to whether these services are covered by the main broadcasting licence of the service provider. Licensing teletext services as limited licences will allow the legal status of those existing services to be clarified. Special event licences will relate to sporting events, festivals, exhibitions, expositions or other special events. For example, a licence may be granted to cover the environs of an exhibition for the duration of the particular event. The BRACS scheme, which I referred to earlier, will bring broadcasting services to more than 60 remote Aboriginal and Torres Strait Islander communities and provide opportunities for these communities to include their own programs. It will enable communities to control reception and will therefore help to protect traditional languages and culture. Under the scheme, Aboriginal and Islander communities will be able to receive Australian Broadcasting Corporation (ABC), public and commercial services and rebroadcast them, either live or delayed, under agreements with the host broadcaster. It will be possible to insert other programs like those now being produced by Aboriginal media organisations such as CAAMA, the Central Australian Aboriginal Media Association in Alice Springs, and the first Aboriginal-owned commercial television service, Imparja. The communities will be able to delete offensive material or switch off the entire system at certain times, such as during ceremonial occasions. The Bill empowers the ABC and the Special Broadcasting Service (SBS) to make broadcasting facilities and staff available to limited licensees for broadcasting purposes. In the past, the national broadcasters have entered into informal channel sharing arrangements with public broadcasters and community based program makers. Examples include the ABC's high frequency inland service where about 45 per cent of week day programming is provided by Aboriginal groups through CAAMA and SBS Television's Windows series. The host broadcaster retains editorial and publishing responsibility for broadcasts and, therefore, potential legal liability for defamation and other breaches. `Special interest' limited licences will enable the programmers to accept responsibility for programs transmitted with ABC or SBS assistance. The Australian Broadcasting Tribunal will have flexible licensing powers for limited services. It will retain its powers to refuse to licence a service of the kind applied for and to make program standards for limited licences. It will have to commence inquiries into granting the licence but will be able to terminate those inquiries where it is satisfied that no further investigation is necessary. Only those limited services providing text information will be permitted to broadcast paid advertisements. However, special event and channel sharing services will be allowed to broadcast sponsorship announcements. The prohibition will be not prevent remote Aboriginal community licensees retransmitting advertisements included in the host service where no payment or other consideration is received by the licensee community. Limited licensees, like other licensees, will be required, as far as possible, to use the services of Australians in the production and presentation of their programs in accordance with section 114 of the Broadcasting Act. In summary, the essence of limited licences is flexibility-flexibility for the Minister and the Tribunal to consider new, non-commercial forms of broadcasting service; flexibility demanded by technological developments; flexibility long overdue in the labyrinthine Broadcasting Act. The Bill also introduces temporary transmission and retransmission permit schemes to replace the existing test transmission permits and rebroadcasting and retransmission licences. Rebroadcasting and retransmission licences authorise the retransmission of commercial, public or national broadcasts. The new scheme will consolidate these two categories of licence and recognise that, since there is no element of program origination in a retransmitted service, the Tribunal's involvement is unnecessary. The decisions involved are purely planning and technical and thus fall within the responsibilities of the Minister. Ministerial grant of such permits will eliminate the need for double handling between the Minister and the Tribunal. This will substantially speed up the process for small communities who seek to obtain or improve reception of broadcasting services. The scheme will also eliminate the need for broadcasters to have a separate licence to relay their service by cable within their own service area. The permits will also cover retransmission outside a licensee's service area to particular persons or classes of persons. No permit will be required to authorise the playing of radio to people held on telephone queues. Test transmission permits are granted to existing licensees for testing new technical equipment, to new licensees prior to the formal grant of the licence and to aspirant broadcasters who wish to test public reaction to program formats. While these may involve some program origination, they involve primarily planning questions and the Tribunal's involvement is generally unnecessary. The new scheme will transfer responsibility to the Minister, with a provision for referral to the Tribunal in appropriate circumstances such as where particular programming issues arise. The maximum length of permits will be extended from the existing seven days to 14 days. Guidelines will be developed in consultation with interested groups to replace the existing Tribunal policy statement and practice note on test transmission permits. Fees for limited licences and for retransmission and temporary transmission permits will be introduced under Bills shortly to be introduced. The level of fees has not yet been finalised and will vary with the nature of the service to be provided. Local Origination A licensee must currently obtain approval from the Tribunal before it can broadcast different programs from different transmitters within a service area; a practice known as `local origination' and intended to provide more local programs. The Bill removes the requirement for prior Tribunal permission to locally originate but makes the practice subject to scrutiny by the Tribunal as part of the assessment of the adequacy and comprehensiveness of a service. This will be a relevant issue at licence renewal inquiries. However, failure to locally originate will not of itself disclose a failure to provide an adequate and comprehensive service. The Bill provides a range of mechanisms for delivering services which will be particularly important for remote and regional audiences. Licensees will have more flexibility in providing local origination. Local communities will be able to receive, more quickly, authorisation to establish their own re-transmission facilities. Remote Aboriginal and Islander communities will have enormous flexibility in providing services appropriate to their cultural needs and the national broadcasters will be able to consider proposals by limited licensees to share their facilities. Together, these reforms open the door for significant improvements in the range of broadcasting services available to under-served areas. ABC Amendments The Bill will allow the ABC to borrow money from the Commonwealth or other sources with the Finance Minister's or Treasurer's approval respectively and to offer its assets as security. It will permit the Commonwealth to guarantee loans. The Bill also confers powers to enter into hedging contracts to reduce the risks of foreign exchange or interest rate fluctuations and to invest surplus funds in a manner approved by the Treasurer. These powers are consistent with the greater independence and accountability of the Corporation in financial matters stemming from the Government's decision to introduce three-year funding. They will certainly be of use to the Corporation in financing a number of proposals for development of accommodation in Sydney and Melbourne, amongst others. The Bill also greatly simplifies the legislative provisions covering the ABC's staffing matters in line with the Government's policy of streamlining those provisions from independent statutory bodies. The Corporation will continue its endeavours to achieve and maintain high standards as an employer in relation to terms and conditions of employment, occupational health, industrial safety, industrial democracy, non-discriminatory employment practices and other matters. Subject to the co-ordination arrangements which apply to all Budget-funded agencies, the Corporation and staff organisations will have greater flexibility in negotiating conditions of employment. The Government expects the Corporation to develop and maintain all future employment arrangements in full consultation and negotiation with relevant unions. These arrangements will be incorporated into industrial agreements or awards which will bind the Corporation in the same way as awards bind the Commonwealth, under section 41a of the Conciliation and Arbitration Act 1901. However, this does not mean that the Commission will be arbitrating or interfering in matters which may be properly regarded as coming within managerial prerogative. The staffing provisions will commence on a date to be proclaimed to allow the Corporation and relevant unions time to finalise the new arrangements. Similar powers are available to other Commonwealth authorities operating in a competitive environment. The Government believes they will assist in creating a more flexible and efficient ABC. Tobacco Advertising The Bill extends the current ban on broadcasting advertisements for cigarettes and cigarette tobacco to cover other tobacco products such as cigars, snuff and chewing tobacco. It will bring the advertising requirements in the Broadcasting Act into line with those set out in the guidelines for video and audio entertainment and information services currently licensed under the Radiocommunications Act. Administrative Matters The Bill will eliminate areas of administration duplication in a range of routine planning and technical matters and will allow the Australian Broadcasting Tribunal to carry out activities incidental to its functions. In particular, the Bill will allow it to provide and market publications and information services and hold conferences. The Bill also provides that the Tribunal may require corporations `related' within the meaning of the Companies Code to a licensee corporation to furnish information about the activities or affairs of the related corporation which is relevant to the operation of the licence fees acts. A corporation is `related' to another if they are subsidiaries, holding companies or joint subsidiaries of a third corporation. The Bill rectifies a defect in legislation which extends the electoral blackout provisions in the Broadcasting Act to elections for the Northern Territory Legislative Assembly and such other bodies prescribed by regulation. Finally, the Bill contains some reorganisation of provisions in the Act covering licensing criteria. These changes have no policy effect and are intended only to make the Act more readable. Financial Impact There is expected to be some increase in the administrative workload of the Department and the Tribunal resulting from the planning and licensing of new limited services. In the Department, this will be added to by the assumption of responsibility for temporary transmission and re-transmission permits, partially offset by savings from simplified planning and technical procedures. Any additional workload will be absorbed within existing resources. The loss of responsibility for test transmission permits and re-broadcasting and re-transmission licences will provide the Tribunal with small but useful administrative savings. These also can be expected in the ABC with simplified staffing provisions and more efficient cash management. I present the explanatory memorandum and commend the Bill to the House. Debate (on motion by Mr Downer) adjourned. Bill presented by Mr Willis, and read a first time. Mr WILLIS(Gellibrand-Minister for Transport and Communications)(4.15) —I move: That the Bill be now read a second time. The Bill imposes fees in respect of limited licences granted under the Broadcasting Act 1942. These fees will be by way of a tax with the amounts to be fixed by regulation. This new category of licence is being introduced into the Broadcasting Act by amendments in the Broadcasting Legislation Amendment Bill 1988 which has just received its second reading. Limited licences provide a flexible method of licensing a range of new broadcasting services which do not raise public interest implications of the same magnitude as conventional forms of broadcasting. Consistent with this approach, the Limited Licence Fees Bill provides considerable flexibility in the types of fees which may be set for different forms of limited licences. The regulations will be able to prescribe fees payable annually or on the grant and renewal of licences. The fees may be set to recover the administrative costs of planning and licensing limited services or to impose charges which ensure that the revenue derived by the Commonwealth properly reflects the value in alternative uses of the frequencies allocated. The regulations will be able to prescribe that fees for the grant of limited licences be set by tender, bidding or auction. In this situation, the choice by the Tribunal of the most suitable applicant for the particular limited licence will be made by selecting the highest suitable bidder. While none of the forms of limited licence expressly mentioned in the Broadcasting Legislation Amendment Bill is expected to be allocated in this way, the provisions give flexibility to apply it to future forms of limited licence if the public interest would thus be best served. The power to set fees is not mandatory and some forms of limited licence might not be required to pay fees at all. Regulations will be made to commence on the date of commencement of this Bill. They will be set at levels consistent with those applying for similar users of the spectrum licensed under the Radiocommunications Act 1983. Financial Impact It is not expected that significant revenue will be generated by the Bill. The precise amounts will depend on the demand for limited licences, which cannot be estimated with any precision. I present the explanatory memorandum and commend the Bill to the House. Debate (on motion by Mr Downer) adjourned. Bill presented by Mr Willis, and read a first time. Mr WILLIS(Gellibrand-Minister for Transport and Communications)(4.18) —I move: That the Bill be now read a second time. The Bill imposes fees in respect of retransmission and temporary transmission permits granted under the Broadcasting Act 1942. These fees will be by way of a tax with the amounts to be fixed by regulation. These new categories of permits are being introduced into the Broadcasting Act by amendments in the Broadcasting Legislation Amendment Bill 1988 which has just received its second reading. They replace the existing categories of re-broadcasting and re-transmission licences and test transmission permits. Regulations will be made to commence on the date of commencement of this Bill. They will be set at levels consistent with those applying for similar users of the spectrum licensed under the Radiocommunications Act 1983. Financial Impact It is not expected that significant revenue will be generated by the Bill. The precise amounts will depend on the demand for permits. I present the explanatory memorandum and commend the Bill to the House. Debate (on motion by Mr Downer) adjourned. Bill presented by Mr Willis, and read a first time. Mr WILLIS(Gellibrand-Minister for Transport and Communications)(4.21) —I move: That the Bill be now read a second time. The Postal Services Amendment Bill is part of the first stage of legislative amendments to implement the Government's reform package for Australia Post as announced by the then Minister for Transport and Communications, Senator Gareth Evans, on 25 May this year. The reforms to Government business enterprises are central to the Government's micro-economic reform agenda for restructure of the public sector. In the present difficult and fiercely competitive international trading environment public sector efficiency is especially important. Many public business enterprises-particularly those in the Transport and Communications portfolio-produce not only final goods and services for the consumer, but also provide intermediate inputs for the rest of the economy, and thus influence the nation's overall cost structures. In 1975, the Whitlam Labor Government took the bold step of creating from the Postmaster-General's Department the two major public enterprises, Telecom Australia and Australia Post. Time has shown the correctness of this decision. For example, in the 11 years before 1975, the postal operations of the Postmaster-General's Department consistently showed a loss. Since 1975, Australia Post has made a profit in every year but one. However, the increasing importance of postal services to our economy necessitates further building on the achievements to date. Consequently, the Government is continuing the process of commercialisation by adopting a reform package which will put Australia Post on a sounder commercial footing. Key elements in these reforms are that the Australian Postal Commission will become the Australian Postal Corporation, with a board of directors and with a new financial structure and accountability mechanisms. A myriad of unnecessary government controls over day-to-day management decision-making will be removed. In future, the Government will be less involved in scrutinising the day-to-day activities of Australia Post. Instead, it will focus on planning, through corporate plans and financial targets and accountability for results with strategic aspects monitored on an ongoing basis. The emphasis in future will be on the bottom line, on how successfully the goals and targets are met. The Government aims, through this approach, to establish a clearer distinction between the ownership of the enterprise, the board and management. The reform process requires extensive legislative and administrative changes. Legislation will be implemented in two stages. This amendment Bill represents the first stage. It provides for the change of name to `Corporation' and the establishment of the board, new employment provisions, and removal of day-to-day controls. A second Bill, proposed for passage in the autumn sittings 1989, and to operate from 1 July 1989, will remake the Postal Services Act 1975 as the Australian Postal Corporation Act 1989, redefine the objectives, functions and powers of the Corporation, and provide for the corporate planning and financial accountability measures. The Bill before the House provides for the constitution of the board, including a chairperson, deputy chairperson and managing director and up to six other directors. Board members are to be appointed by the Governor-General and will be subject to dismissal for ongoing underperformance, in addition to current grounds such as misbehaviour, mental illness, et cetera, in line with the emphasis on accountability for results. The managing director will be appointed by the portfolio Minister after receiving a recommendation from the board. Terms and conditions of employment for the managing director will be a matter for the board. The board will consult with the Remuneration Tribunal about the remuneration package for the managing director in line with the amendment of the Remuneration Tribunals Act introduced in the Government Business Enterprises (Miscellaneous Reforms) Bill-part V. The board's most important function will be to formulate policy directions for the Corporation, in accordance with the Act and any directions from the Minister. The managing director will have the responsibility, under the board, for managing the affairs of the Corporation. The change from Commission to Corporation does not change the status of Australia Post as a statutory corporation and rights under contract are not affected. The Australia Post board will be a new and separate corporate entity and the Bill takes account of the need for continuation of such matters as delegations. All the provisions dealing with the change of name and the board will come into operation from a date to be proclaimed, likely to be 1 January 1989. Employment provisions in the current Act will be replaced by simpler provisions which make the board responsible for determining terms and conditions of employment. Australia Post is currently consulting staff associations on how existing terms and conditions will be dealt with in awards or by the board. As this process could take some time, the new employment provisions will be subject to a special proclamation date. The Government will not proclaim these changes until it is satisfied that the interests of Australia Post employees are protected and existing terms and conditions are preserved on changeover. The Government expects Australia Post to make satisfactory arrangements, including issuing of board determinations as necessary, to ensure that no current staff member loses any entitlement, classification or other term and condition of employment on transfer to the Corporation. Also, the Government has taken the additional step of including within the Bill provisions for continuity of employment for all current staff. The Bill allows for day-to-day Government controls to be minimised in line with the enhanced responsibilities of the board. There will be appropriate mechanisms to allow the Minister to exercise strategic oversight, through the corporate plan and financial targets. These are currently being developed and will be provided for in the second stage legislation, once necessary asset revaluations are completed to provide for the new financial structure on which targets will be based. Australia Post will be free to engage, on its own authority, in such standard business practices as entering into contracts, partnerships, joint ventures, and normal business investment arrangements. In some cases, such as establishing subsidiary companies, the board will be required to notify the Minister in writing before business activities are expanded. Subject to overall Loan Council scrutiny, Australia Post will not be required to obtain ministerial approval to the terms and conditions of individual borrowings. The Bill also includes amendments to allow Australia Post to develop its properties commercially. In many cities throughout Australia the post office is located in the heart of town. These sites are prime real estate but the existing constraints on Australia Post's powers have inhibited their commercial development. In line with Australia Post's assuming responsibility for the telegram service, the Bill recognises that Australia Post's electronic mail services are equivalent to the traditional telegrams that they will replace. Lettergrams, like telegrams, will be able to be ordered by telephone or across a post office counter and Australia Post will undertake their delivery. Transition to these new arrangements is expected to be completed by March next year. Finally, the Bill does not involve any additional expenditure by the Commonwealth or, of itself, additional revenue for the Commonwealth. However, improvements in the performance of Australia Post that result from the implementation of the reform package, of which this Bill is a part, will benefit the shareholders and all users of Australia Post's services. I commend this Bill to the House. I present the explanatory memorandum to this Bill. Debate (on motion by Mr Downer) adjourned. Bill presented by Mr Willis, and read a first time. Mr WILLIS(Gellibrand-Minister for Transport and Communications)(4.29) —I move: That the Bill be now read a second time. The purpose of this Bill is to authorise the Treasurer (Mr Keating), on behalf of the Commonwealth, to guarantee borrowings raised by Qantas Airways Ltd to finance the purchase of three Boeing 767-300 extended range aircraft. The aircraft will be delivered in October, November and December of this year. These aircraft, which are the latest development of the 767 series, will provide Qantas with greater flexibility in meeting the requirements of the rapidly growing inbound tourist market. Unlike Qantas's existing 200 series, these aircraft provide for first class passengers and carry 231 passengers compared with 208. The aircraft will be utilised primarily on the Tasman and Japanese routes, two of Qantas's and Australia's important markets. Qantas has brought forward delivery of these aircraft to meet the end of year peak demand for travel. The company plans to operate 154 extra round trips this summer to accommodate the anticipated higher demand. These extra flights will be in addition to a substantial increase in regular scheduled capacity. New schedules to take effect in November reflect an increase each week of about 6,700 seats, equivalent to 17 jumbo jets, compared with last summer's schedules. In addition to the early acquisition of the 767s, the airline has arranged to lease two 747 aircraft, which will be in the Qantas livery, to help operate the supplementary flight program. The provision of a guarantee for Qantas's payment of, and payment of interest on, amounts borrowed for these new aircraft and related spare parts and equipment will be limited by the Bill to $US235m or its equivalent in other currencies. This represents 85 per cent of the total project cost for the three aircraft. The provision of the guarantee does not involve the Government in any cash outlay, but does create a contingent liability for the Commonwealth. The terms and conditions on which the moneys are borrowed will be subject to the Treasurer's approval. The Bill also provides for proper security to be given to the Commonwealth over such property as the Treasurer deems satisfactory, and Qantas is to undertake to maintain adequate insurance of the items under the loan guarantee, and to protect the Commonwealth against the sale or mortgage of the property offered as security. The Bill also allows the Treasurer to require the fulfilment of any other conditions he thinks necessary before he gives a guarantee. The previous Minister for Transport and Communications announced on 25 May 1988 a new reform package which included the primary aim of giving Qantas directors greater commercial autonomy to direct the affairs of the company. The appropriateness of further guarantees for Qantas aircraft is to be reviewed in the process of implementing that package. I commend this Bill to the House and I present the explanatory memorandum to this Bill. Debate (on motion by Mr Downer) adjourned. Bill presented by Mr Willis, and read a first time. Mr WILLIS(Gellibrand-Minister for Transport and Communications)(4.34) —I move: That the Bill be now read a second time. The Telecommunications Amendment Bill is part of the first stage of legislative amendments to implement the Government's reform package for Telecom as announced by Senator Gareth Evans, the then Minister for Transport and Communications, on 25 May this year. The reforms to Government business enterprises are central to the Government's micro economic reform agenda for restructure of the public sector. In the present difficult and fiercely competitive international trading environment public sector efficiency is especially important. Many public business enterprises-particularly those in the Transport and Communications portfolio-produce not only final goods and services for the consumer, but also provide intermediate inputs for the rest of the economy, and thus influence the nation's overall cost structures. In 1975, the Whitlam Labor Government took the bold step of creating from the Post-master-General's Department the two major public enterprises, Telecom and Australia Post. Time has proven the correctness of that decision. Australia has a technically advanced and highly reliable telephone service. The telephone network has continued to expand and now well over 90 per cent of Australian households have a telephone service. However, the increasing importance of telecommunications to our economy necessitates further building on the achievements to date. Consequently, the Government has decided to continue the process of commercialisation by adopting a reform package which will put Telecom on a sounder commercial footing. Key elements in these reforms are that the Australian Telecommunications Commission will become the Australian Telecommunications Corporation, with a board of directors, and with a new financial structure and new accountability mechanisms. A myriad of unnecessary government controls over day to day management decision making will be removed. In future the Government will be less involved in scrutinising the day to day activities of Telecom. Instead, it will focus on planning, through corporate plans and financial targets, and accountability for results with strategic aspects monitored on an on going basis. The emphasis in future will be on the bottom line, on how successfully the goals and targets are met. The Government aims, through this approach, to establish a clearer distinction between the ownership of the enterprise, the board and management. The reform process requires extensive legislative and administrative changes. Legislation will be implemented in two stages. This amendment Bill represents the first stage. It provides for the change of name to Corporation and the establishment of the board, new employment provisions and removal of day-to-day controls. A second Bill, proposed for passage in the autumn sittings 1989 and to operate from 1 July 1989, will remake the Telecommunications Act 1975 as the Australian Telecommunications Corporation Act 1989, redefine the objectives, functions and powers of the Corporation, and provide for the corporate planning and financial accountability measures. The second Bill will be a companion to a further Bill to provide for new regulatory arrangements for the telecommunications industry in Australia as announced in the ministerial statement of Senator Evans on 25 May, `Australian telecommunications services: a new framework'. The Bill before the House provides for the constitution of the board, including a chairperson, deputy chairperson and managing director and up to six other directors. Board members are to be appointed by the Governor-General and will be subject to dismissal for ongoing under-performance, in addition to current grounds such as misbehaviour, mental illness, et cetera, in line with the emphasis on accountability for results. The managing director will be appointed by the portfolio Minister after receiving a recommendation from the board. Terms and conditions of employment for the managing director will be a matter for the board. The board will consult with the Remuneration Tribunal about the remuneration package for the managing director in line with the amendment of the Remuneration Tribunals Act introduced in the Government Business Enterprises (Miscellaneous Reforms) Bill, part V. The board's most important function will be to formulate policy directions for the Corporation, in accordance with the Act and any directions from the Minister. The managing director will have the responsibility, under the board, for managing the affairs of the Corporation. The change from Commission to Corporation does not change the status of Telecom as a statutory corporation and rights under contract are not affected. The Telecom board will be a new and separate corporate entity and the Bill takes account of the need for continuation of such matters as delegations. All the provisions dealing with the change of name and the board will come into operation from a date to be proclaimed, likely to be 1 January 1989. Employment provisions in the current Act will be replaced by simpler provisions which will make the board responsible for determining terms and conditions of employment. Telecom is currently consulting staff associations on how existing terms and conditions will be dealt with in awards or by the board. As this process could take some time, the new employment provisions will be subject to a special proclamation date. The Government will not proclaim these changes until it is satisfied that the interests of Telecom employees are protected and existing terms and conditions are preserved on change over. The Government expects Telecom to make satisfactory arrangements, including issuing board determinations as necessary, to ensure that no current staff member loses any entitlement, classification, or other term and condition of employment on transfer to the Corporation. Also, the Government has taken the additional step of including within the Bill provisions for continuity of employment for all current staff. The Bill allows for day-to-day government controls to be minimised in line with the enhanced responsibilities of the board. There will be appropriate mechanisms to allow the Minister to exercise strategic oversight, through the corporate plan and financial targets. These are currently being developed and will be provided for in the second stage legislation, once necessary asset revaluations are completed to provide for the new financial structure on which targets will be based. Telecom will be free to engage, on its own authority, in such standard business practices as entering into contracts, partnerships, joint ventures, and normal business investment arrangements. In some cases, such as establishing subsidiary companies, the board will be required to notify the Minister in writing before business activities are expanded. Subject to overall Loan Council scrutiny, Telecom will not be required to obtain ministerial approval to the terms and conditions of individual borrowings. As part of the regulatory measures announced in the Government's statement `Australian Telecommunications: A New Regulatory Framework' the private sector will be permitted to carry out maintenance work on PABX from 1 January 1989, in addition to the installation of PABXs currently allowed. The Telecommunications (Interception) Act currently exempts Telecom employees who would otherwise be guilty of interception because of conversations overheard in the course of their work. The Bill extends this exemption to private sector employees lawfully engaged in installation and maintenance of PABX equipment. The provision making it an offence to divulge any information obtained already applies generally to all persons exempted. Finally, the Bill does not involve any additional expenditure by the Commonwealth or, of itself, additional revenue for the Commonwealth. However, improvements in the performance of Telecom that result from the implementation of the reform package, of which this Bill is a part, will benefit the shareholders and all users of Telecom's services. I commend this Bill to the House. I present the explanatory memorandum to this Bill. Debate (on motion by Mr Downer) adjourned. Bill presented by Mr Willis, and read a first time. Mr WILLIS(Gellibrand-Minister for Transport and Communications)(4.43) —I move: That the Bill be now read a second time. The Satellite Communications Amendment Bill is part of the Government's reform package for Aussat as announced by the then Minister for Transport and Communications, Senator Gareth Evans, on 25 May this year. The reforms of Government business enterprises are very important for the Government's overall micro-economic agenda. Public sector efficiency is especially important in the current economic and international trading situation because many public business enterprises produce intermediate inputs for the rest of the economy and have an influence on Australia's overall cost structures Aussat was established in 1981 for the purpose of establishing, owning and operating a national satellite system. Commercial operations commenced in 1985 with the launch of Aussat 1 on 27 August 1985. From its beginning Aussat was established on a sound commercial basis. It is incorporated under the Companies Act and has a board of directors, a commercial financial structure and relatively few unnecessary government controls over its day-to-day managerial decision-making. Since July 1984, the Commonwealth has held 75 per cent, and Telecom Australia 25 per cent, of the company's shares. Since Aussat is a company, most of the steps needed to implement the 25 May reform package can be achieved by amendment to the company's memorandum and articles of association. Consequently this Bill contains only a relatively small number of amendments. One amendment modifies the definition of neighbouring regions to allow Aussat more scope for selling its services. Telecom owns 25 per cent of shares in Aussat and is entitled to nominate up to 25 per cent of the directors. The Bill makes two minor technical amendments to the provisions relating to the Aussat board. The first ensures that a government director appointed to both the Telecom and the Aussat boards does not affect Telecom's entitlement to nominate Aussat directors. The second provides that any Telecom employee appointed to the Aussat board falls within the 25 per cent limit. Provisions have also been included to exempt Aussat from the Public Works Committee and Lands Acquisition Acts. In future the Government is to be less involved in scrutinising the day to day activities of Aussat. Instead, the Government will focus on planning, through corporate plans and financial targets, and accountability for results with strategic aspects monitored on an ongoing basis. The emphasis will be on the bottom line, on how successfully the goals and targets are met. By this approach, the Government aims to establish a clearer distinction between the ownership of the enterprise, the board and management. Finally, the Bill does not involve any additional expenditure by the Commonwealth or, of itself, additional revenue for the Commonwealth. However, improvements in the performance of Aussat that result from the implementation of the reform package, of which this Bill is a part, will benefit the shareholders and all users of Aussat's services. I commend this Bill to the House. I present the explanatory memorandum to this Bill. Debate (on motion by Mr Downer) adjourned. Bill presented by Mr Peter Morris, and read a first time. Mr PETER MORRIS(Shortland-Minister for Industrial Relations and Minister Assisting the Treasurer)(4.46) —I move: That the Bill be now read a second time. The proposed amendments will make possible a more flexible approach to Commonwealth overseas debt raising and management activities in the interests of more cost effective management of the Commonwealth's external debt portfolio. In particular, the Bill enables the Commonwealth to use a wide range of modern borrowing instruments and would assist in the management of foreign currency exposure with currency and interest rate swaps and other hedging techniques. This is essential if the Commonwealth is to minimise the cost of its external debt portfolio. The proposed amendments to the Act do not provide the Government with additional powers to borrow money overseas. However, under present arrangements, the Government can only issue securities, such as medium term notes or short term commercial paper, with the Governor-General's approval for each issue. This is because under the present legislation each issue or short term roll-over is considered to be a new borrowing. In practice, it is very cumbersome to submit each issue of notes under a medium term note program, or frequent roll-overs of short term debt, for approval. Under the proposed amendments to sections 3 and 5a, the Governor-General could approve a program of borrowings up to a certain limit. This would be consistent with the arrangements applying to the Commonwealth's domestic borrowings and powers held by other Organisation for Economic Cooperation and Development sovereign borrowers. The new subsection 5b(1) is designed to provide the Treasurer with specific power to enter swaps or other financial agreements for debt management purposes. Swaps, which are essentially agreements between two parties to exchange financial obligations, are used extensively by a large range of international borrowers as a hedging technique. Section 5b(1) would also enable the use of other debt management techniques, such as interest rate caps which are designed to limit exposure to floating interest rates. While the Government already has the authority to enter swap arrangements under the Constitution-and has undertaken a number of swap transactions during 1987-88-subsection 5b(1) would provide specific authority to this effect. The proposed legislative amendments to subsection 5b(2) provide for standing appropriation for swaps. Swap contracts are presently being met from annual appropriations but, given their unpredictable nature, it would be more appropriate if they were funded by way of standing appropriation. Such an amendment would bring more certainty to the future commitment of funds to honour swap contracts and would put swap funding on the same basis as overseas borrowings which are covered by standing appropriation. It is in line with the Government's view that unpredictable outlays be authorised by standing appropriations. In seeking Executive Council authority for the Government to undertake overseas loans and swap arrangements, it has been customary for the Governor-General, in the documentation for each loan, to give the Treasurer the power to submit the Commonwealth to foreign legal jurisdiction and to waive legal immunity for the Commonwealth in respect of itself or its property-except for property used or intended to be used for diplomatic, consular or military purposes. Accordingly, the new section 5c encompasses the existing arrangements formally into the legislation. Finally, the proposed legislation-section 5d-expands existing arrangements for the Treasurer to delegate his powers regarding borrowings, swaps and other financial agreements or arrangements to a specified departmental officer or, in overseas countries, to a specified member of the Australian diplomatic mission. This would allow Treasury officials to set prices in line with market conditions subject to least favourable terms set by the Treasurer. Under a medium term note issue, securities are offered to investors continuously at market related rates and it would not be practical for the Treasurer to determine individual bond prices on a continuous basis-possibly several times a week. Financial Impact Statement The proposed amendments provide the Government with the flexibility to undertake a wide range of overseas borrowings and make more timely use of favourable interest rate or exchange rate movements to manage its debt portfolio more efficiently and reduce the overall cost of the portfolio. During 1987-88 the expenditure on net swap payments was $11m and the Government has appropriated $30m for these purposes in 1988-89. The transactions undertaken in 1987-88 were essentially aimed at changing the composition of the Commonwealth's external debt liabilities to better hedge the debt portfolio against possible exchange rate risk. The proposed amendments will ensure that swap commitments are provided for under standing appropriation. I commend this Bill to the House and present the associated explanatory memorandum. Debate (on motion by Mr Downer) adjourned. Consideration resumed. Clauses 128 to 136-by leave-taken together, and agreed to. Clause 137 (Limitation on contracts and leases). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(4.53) —I move: (16) Clause 137, page 54, line 30, after ``121 (1)'' insert ``or an agreement entered into in the exercise of a power conferred by subsection 135 (3)''. This amendment will give the Australian Securities Commission (ASC) power to enter into certain investment contracts. Clause 137 requires the ASC to seek ministerial approval before entering into a contract under which the ASC is to pay or receive an amount exceeding $250,000 except as otherwise provided by the regulations. Clause 135 permits the ASC to invest its surplus funds in certain low risk investments. This amendment is proposed to remove the requirement for ministerial approval under Clause 137 where the ASC invests its surplus funds in this manner. Because the permitted investments carry such low risk, there is no need for prior ministerial approval. This amendment had a similar effect to Section 37a of the Housing Loans and Insurance Act 1965. Mr ROCHER(Curtin)(4.54) —I raise a matter of procedure that might assist the Committee as it goes on. We have had supplementary explanatory memoranda in connection with the Corporations Bill 1988 and the Australian Securities Commission Bill 1988. I want to clarify with the Attorney-General (Mr Lionel Bowen) whether there are any others for this Bill that we are looking at in committee, the Australian Securities Commission Bill 1988. Mr Lionel Bowen —There is one around. I am surprised the honourable member has not got it. There is a supplementary explanatory memorandum for this Bill. Amendment agreed to. Clause, as amended, agreed to. Clauses 138 to 180-by leave-taken together, and agreed to. Proposed new clause 180a. Securities Commission Bill Securities Commission Bill Securities Commission Bill Securities Commission Bill Securities Commission Bill Securities Commission Bill Securities Commission Bill Securities Commission Bill Securities Commission Bill Securities Commission Bill Securities Commission Bill Securities Commission Bill Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(4.55) —I move: (17) After clause 180, page 63, insert the following new clause in Division 1 of Part 10: Annual report ``180a. (1) The Panel shall, as soon as practicable after 30 June, and in any event before 31 October, in each year: (a) prepare a report describing the operations of the Panel during the year that ended on 30 June in that year; and (b) give to the Minister a copy of the report. ``(2) Where a copy of a report is given to the Minister under subsection (1), he or she shall cause a copy of the report to be laid before each House of the Parliament within 15 sitting days of that House after he or she receives the first-mentioned copy.''. This amendment also relates to proposed amendment 25. Clauses 138, 164 and 230 require the Australian Securities Commission, the Companies and Securities Advisory Committee and the Accounting Standards Review Board to prepare an annual report. It is proposed to insert here a new clause 180a and later, through proposed amendment 25, a new clause 210a. These will require the Corporations and Securities Panel and the Companies Auditors and Liquidators Disciplinary Board to prepare annual reports. As these bodies are involved in the administration of important investigatory and disciplinary powers, they should be subject to the normal reporting requirements. Mr MOORE(Ryan)(4.57) —I ask the Attorney-General what sort of report he envisages. A lot of the reports that come from statutory authorities are singularly short on real information. Some are almost one liners. In this particular case, the proposed new clause reads: prepare a report describing the operations of the Panel during the year . . . Can I take it that that means that the report will give some genuine details as to the operations of the Corporations and Securities Panel rather than just make the cursory observations that are made in some government reports? Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(4.58) —I think the honourable member for Ryan (Mr Moore) will find that we are dealing with the business community and that the new Corporations and Securities Panel will comprise business people. They will be perhaps more forthcoming than the more conservative elements of the bureaucracy the honourable member is worried about. I do not know what will be required in particular, but I am sure the Panel will deal with it adequately. When we get these reports the honourable member for Ryan will be able to scrutinise them in the Parliament. We do not have that benefit at the present time. Proposed new clause agreed to. Clause 181 (Constitution of Panel in relation to particular matters). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(4.59) —by leave-I move: (18) Clause 181, page 63, line 31, omit ``the President and 2 other members'', substitute ``3 members''. (19) Clause 181, page 63, lines 33 to 39, omit subclauses (2) and (3), substitute the following subclauses: ``(2) The President may give directions about the members (in this section called the `sitting members') who are to constitute the Panel for the purposes of performing or exercising its functions or powers in relation to particular matters. ``(3) A direction under subsection (2) shall: (a) unless the sitting members include the President-designate one of them as President; and (b) in any case-designate one of the sitting members as Deputy President; of the Panel as constituted in relation to the matter concerned.''. (20) Clause 181, page 64, line 1, omit ``additional'', substitute ``sitting''. Clause 181 presently requires the President of the Corporations and Securities Panel to sit on each hearing the Panel conducts in relation to alleged unacceptable conduct during a takeover. The amendments enable the President to appoint another member to preside at a hearing instead of the President. This flexibility is desirable to enable the Panel to hold more than one hearing at a particular time. Mr MOORE(Ryan)(5.00) —I wish to ask about the composition of the Panel. If the President is to be a member of a Panel which is formed for a particular hearing, it is critically important that the membership of the Panel itself be representative of the business communities of Australia, not just Pitt Street and Collins Street. I draw the Attorney-General's attention to the involvement of any three members rather than the President and two other members. If the President, as I assume, is to be a full time man of some experience in the community, he would have national interests but it is not inconceivable that, excluding the President as so defined, other members of the Panel might not have the same level of national experience. Therefore, I ask the Attorney at this point to pay attention to the membership of the Panel to ensure that other areas of Australia are represented as well as Pitt Street and Collins Street. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.02) —I think that the Panel will be just as representative as the present National Companies and Securities Commission, which I do not think is necessarily limited to Collins Street or Pitt Street. There could be arguments about that. I give the assurance that we would want to have a panel that really understands business, which is the idea of it. Although there always has to be a President, that does not mean that the other Panel members would be bereft of the ability to carry on hearings. I think the honourable member would not disagree that if the Panel is to be busy, we can hardly say that it is to do only one thing at a time. It will be for the business community that we will deal with these matters. That is the idea of the Panel. It is to guarantee confidence in the stock exchange and to ensure that if there are complaints matters will be dealt with quickly. I give the honourable member for Ryan (Mr Moore) that assurance. The business community is pretty reputable and we intend to recruit from within its ranks, or perhaps even from retired members of the judiciary who will be able to participate in the formation of panels. Amendments agreed to. Clause, as amended, agreed to. Clauses 182 and 183-by leave-taken together, and agreed to. Clause 184 (Interpretation). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.04) —I move: (21) Clause 184, page 65, after paragraph (2) (b) insert the following paragraph: ``(ba) if the President is not a member of the Panel as so constituted-a reference to the President were a reference to the member designated, in a direction in force under subsection 181 (2), as the President of the Panel as so constituted; and''. Amendment 21 is consequential on the amendments we have just agreed to. The amendment varies clause 184 to take account of the fact that the President may not be a member of the Panel, for the reasons which have already been explained. Amendment agreed to. Clause, as amended, agreed to. Clause 185 (Power to hold private hearings). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.05) —by leave-I move: (22) Clause 185, page 65, line 16, omit ``private''. (23) Clause 185, page 65, line 21, omit subclause (3), substitute the following subclauses: ``(3) Subject to subsection (4), a hearing shall take place in private. ``(4) Where all persons who are entitled to be given an opportunity to appear at a particular hearing agree that the hearing should take place in public, the Panel may direct that the hearing take place in public. ``(5) In exercising its discretion under subsection (4), the Panel shall have regard to: (a) whether evidence that may be given, or a matter that may arise, during the hearing is of a confidential nature or relates to the commission, or to the alleged or suspected commission, of an offence; (b) any unfair prejudice to a person's reputation that would be likely to be caused if the hearing took place in public; (c) whether it is in the public interest that the hearing take place in public; and (d) any other relevant matter.''. These amendments relate to the power of the Corporations and Securities Panel to hold public hearings. The amendments allow the Panel to conduct a public rather than a private hearing where the parties likely to be affected agree and the Panel agrees that a public hearing is appropriate. The amendments are based on clauses 52 and 53 of the Bill which deal with the ASC's powers to conduct public and private hearings. Mr ROCHER(Curtin)(5.06) —Amendment No. 23 seeks to insert a new paragraph (5) (b) providing that any unfair prejudice to a person's reputation that would be likely to be caused if the hearing took place in public shall be one of the criteria to be considered when deciding whether a hearing shall be private or public. I compliment the Attorney-General on the inclusion of that provision which contrasts with the stark, one line existing subclause 185 (3), which merely states: A hearing shall take place in private. The inclusion of proposed subclause 185 (5) is a definite improvement over what was first proposed. Amendments agreed to. Clause, as amended, agreed to. Clauses 186 to 197-by leave-taken together, and agreed to. Clause 198 (Powers of Court where non-compliance with section 189). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.08) —I move: (24) Clause 198, page 69, lines 36 to 39 and page 70, lines 1 to 4, omit subclause (3), substitute the following subclause: ``(3) If the Panel does so, the Court may inquire into the case and may order the person to comply with the requirement as specified in the order.''. This amendment relates to clause 198, which provides that where the Panel is satisfied that a person has failed to meet a Panel requirement it may certify this fact to the court. The court may order compliance with the Panel's requirements and may furnish the person as of the failure constituted with a contempt. As the Bill presently stands, the court may do so even if the person has already been convicted of an offence in respect of that failure. To overcome the possibility of what is called double jeopardy, the amendment will eliminate the capacity of the court to punish for contempt. Amendment agreed to. Clause, as amended, agreed to. Clauses 199 to 210-by leave-taken together, and agreed to. Proposed new clause 210a (Annual report). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.09) —I move: (25) After clause 210, page 73, insert the following new clause in Division 1 of Part 11: Annual report ``210a. The Disciplinary Board shall, as soon as practicable after 30 June, and in any event before 31 October, in each year: (a) prepare a report describing the operations of the Disciplinary Board during the year that ended on 30 June in that year; and (b) give to the Minister a copy of the report. ``(2) Where a copy of a report is given to the Minister under subsection (1), he or she shall cause a copy of the report to be laid before each House of the Parliament within 15 sitting days of that House after he or she receives the first-mentioned copy.''. This amendment relates to new clause 210a. This matter has the same rationale and reasoning as those relating to amendment No. 17. There are clauses that require the ASC, the Companies and Securities Advisory Committee and the Accounting Standards Review Board to prepare an annual report. This clause does the same thing. For example, it is proposed to require the Liquidators Disciplinary Board to prepare annual reports. For the reasons I mentioned earlier, as it is involved in the administration of important disciplinary powers it should be subject to normal reporting requirements. Proposed new clause agreed to. Clauses 211 to 214-by leave-taken together, and agreed to. Clause 215 (Failure of witness to attend and answer questions). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.10) —I move: (26) Clause 215, page 76, after subclause (4) insert the following subclause: ``(4a) A person who contravenes subsection (3) is not guilty of an offence against subsection (4) if it is proved that he or she, when giving the evidence, believed on reasonable grounds that it was true and not misleading.''. The subject matter is the defence to prosecution for giving materially false or misleading evidence. Subclause 215 (3), which is based on subsection 30h(3) of the Companies Act 1981, provides that a person shall not, at a hearing before the Companies Auditors and Liquidation Disciplinary Board, give evidence that is false or misleading. The Senate Scrutiny of Bills Committee has criticised this provision in that it appears to create a strict liability offence. The amendment provides a defence if the defendant can show that when giving the evidence he or she believed on reasonable grounds that it was true and not misleading. Mr ROCHER(Curtin)(5.11) —If I understand the wording correctly, the amendment involves a reverse onus of proof. The person who supposedly contravenes sub-section (3) will not be guilty of an offence against subsection (4) if it is proved that he or she, when giving evidence, believed on reasonable grounds that it was true and not misleading. The Attorney-General can correct me, and I hope he does, but that seems to be a reverse onus of proof. Whilst the Senate Scrutiny of Bills Committee obviously had other grounds for worrying about the previous provisions, I have concerns about that. It is not something that we should lend ourselves to lightly. Would the Attorney-General like to comment? Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.12) —I would share the concern of the honourable member for Curtin (Mr Rocher) if it were a reverse onus of proof. It is not a reverse onus of proof. The honourable gentleman will notice that at present a person shall not give false or misleading evidence. That would certainly be an offence. Whilst it might be said that a person has given false or misleading evidence, under this provision the person has the right to say, `At the time that the evidence was given, I believed on reasonable grounds that it was true and was not misleading'. In other words, it gives a person a defence; it is not a reverse onus of proof. In fact, at present a defendant would not be able to raise the defence because it is absolute in its terms. That is what the Senate Committee says, and I guess it is right. It says that, once a person gives false or misleading evidence, that person is guilty. This provision gives a defendant a chance to explain that at the time the evidence was given he or she had an honest belief that what he or she said was not false or misleading. So it is not a reverse onus of proof. It is a guarantee that an accused has the right of defence. Mr ROCHER(Curtin)(5.13) —It seems to me that the clause is not clear on that. It uses the words `if it is proved that', et cetera. I accept the Attorney-General's assurance, but I am a little worried about the words. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.14) —I think what the honourable member for Curtin (Mr Rocher) is trying to say-and I understand it-is that an accused has to say something, but that is not a reverse onus of proof. It just means that there is a requirement for a defendant to give an explanation. If one gives the explanation, it will be entitled to be accepted as a defence against the fact that at the time the evidence was given it certainly was not true and was misleading. There is no argument about that. The fact is that a person cannot be convicted if he or she can say, `At the time I had reasonable grounds for believing that what I said was the truth'. In other words, the defendant gets a chance to correct the absolute liability that is there. Otherwise, it would have to be said that the evidence the accused gave was false and misleading. In other words, it was not true. This gives the opportunity for a person to say, `I will acknowledge that, but at the time I had reasonable grounds for believing that what I said was true'. The question of intent comes in to it. I think that is a very effective method, and I am sure the Senate has been anxious that something like this be done rather than leave the absolute liability there with no opportunity to give any defence of that nature. Amendment agreed to. Clause, as amended, agreed to. Clauses 216 to 229-by leave-taken together, and agreed to. Clause 230 (Annual Report). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.16) —I move: (27) Clause 230, page 81, line 25, after ``15'' insert ``sitting''. The amendment clarifies that, where the Accounting Standards Review Board furnishes an annual report to the Minister, the Minister shall cause a copy to be laid before each House of Parliament within 15 sitting days after receiving the report. It is relevant to use the word `sitting' because of the time gap that we have otherwise. That is the reason for the amendment. Amendment agreed to. Clause, as amended, agreed to. Proposed new part 12a. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.15) —by leave-I move: (28) After clause 230, page 81, insert the following new Part: ``PART 12a-JURISDICTION OF COURTS UNDER NATIONAL SCHEME LAWS Jurisdiction of Federal Court of Australia ``230a. (1) Subject to subsection (2), jurisdiction is conferred on the Federal Court of Australia in any matter arising under a national scheme law. ``(2) A prosecution for an offence against a national scheme law shall not be instituted in the Federal Court of Australia. Jurisdiction of State and Territory Supreme Courts ``230b. (1) Subject to section 9 of the Administrative Decisions (Judicial Review) Act 1977, the Supreme Court of each State (other than the Northern Territory) is invested with federal jurisdiction in any matter arising under a national scheme law. ``(2) To the extent the Constitution permits, jurisdiction is conferred on the Supreme Court of each Territory, and of the Northern Territory, in any matter arising under a national scheme law. ``(3) The jurisdiction with which subsection (1) invests the Supreme Court of a State, or that subsection (2) confers on the Supreme Court of a Territory or of the Northern Territory: (a) is not limited by any limits to which any other jurisdiction of that Supreme Court may be subject; (b) is exclusive of the jurisdiction of any other court of that State or Territory, other than a court to which section 41 of the Family Law Act 1975 applies by virtue of a Proclamation made under subsection 41 (2) of that Act; and (c) shall be exercised by a single judge of that Supreme Court. Transfer of proceedings ``230c. (1) A civil proceeding, under a national scheme law, in a court having jurisdiction under section 230a or 230b, or an application in such a proceeding, may, on the application of a party made at any stage or of the court's own motion, be transferred by the court to another court having jurisdiction in the matters for determination in the proceeding or application. ``(2) Where, under subsection (1), a court transfers a proceeding, or an application in a proceeding, to another court: (a) the Registrar or other proper officer of the first-mentioned court shall transmit to the Registrar or other proper officer of the other court all documents filed of record in the first-mentioned court in respect of the proceeding or application, as the case may be; and (b) the other court shall proceed as if: (i) the proceeding had been originally instituted in the other court; (ii) the same proceedings had been taken in the other court as were taken in the first-mentioned court; and (iii) in a case where an application is transferred-the application had been made in the other court. Courts to act in aid of each other ``230d. All courts having jurisdiction in matters arising under national scheme laws, the Judges of those courts and the officers of, or under the control of, those courts shall severally act in aid of, and be auxiliary to, each other in all such matters. Appeals from State and Territory Supreme Courts ``230e. (1) An appeal lies to the Federal Court of Australia from a judgment or order or another court exercising jurisdiction that the other court has under section 230b. ``(2) An appeal lies to the High Court, with special leave of the High Court, from a judgment or order of a kind referred to in subsection (1). ``(3) Subject to subsections (1) and (2), no appeal lies from a judgment or order of a kind referred to in subsection (1). Effect of Part on other laws ``230f. Nothing in this part affects the operation of section 68 of the Judiciary Act 1903, or of the Jurisdiction of Courts (Cross-vesting) Act 1987.''. (29) Before clause 231, page 81, insert the following new clause in Part 13: Review by Administrative Appeals Tribunal of certain decisions ``230g. (1) In this section: `decision' has the same meaning as in the Administrative Appeals Tribunal Act 1975. ``(2) Applications may be made to the Administrative Appeals Tribunal for review of a decision by the Commission: (a) to make an order under section 72, 73 or 74; (b) to make an order under subsection 75 (1) varying an order in force under Division 8 or Part 3; or (c) to refuse to vary or revoke an order in force under Division 8 of Part 3.''. (30) Clause 237, page 85, lines 10 to 25, omit the clause. New part 12a relates to the jurisdiction of courts and administrative review under national scheme laws. The Bills, as drawn, provide for concurrent jurisdiction to be conferred in all matters arising under the Bills in the Federal Court of Australia and the State and Territory Supreme Courts. New part 12a is proposed to be inserted in the Australian Securities Commission Bill dealing with the jurisdiction of courts and appeals under national scheme laws. The main features are: concurrent jurisdiction in all civil matters arising under national scheme laws is conferred on the Federal Court and the State and Territory Supreme Courts; prosecutions for offences against national scheme laws are to be brought in the relevant State or Territory Supreme Court; in exercising their jurisdiction under national scheme laws, the State and Territory Supreme Courts are to be constituted by a single judge; and an appeal from a judgment of a single Supreme Court or Federal Court judge will lie as of right to the full Federal Court, or directly to the High Court if that court gives special leave. In addition, in order to reduce the likelihood of forum shopping between jurisdictions, a new clause 230c is proposed which will enable the transfer of proceedings from one court to another having jurisdiction. This will enable proceedings to be heard in the most appropriate court, having regard to the nature of the matter, the parties, the location of the witnesses, and so on. There is concurrent jurisdiction at present. Matters that would be the subject of prosecution are always dealt with in State courts. Matters of appeal, where we are dealing with the law, are always dealt with in the court that has that jurisdiction, which in this case would be the full Federal Court. There are other matters. To prevent forum shopping, we have what is called cross-vesting arrangements, which have now been agreed to by the States, where a court itself can transfer from a State court to a Federal court or from a Federal court to a State court on the basis of where is the most substantial element-is it a Federal element or is it a State element? That is a matter of discretion for the judge. Mr ROCHER(Curtin)(5.19) —I mention my reservations about double jurisdiction in the sense that the Federal Court of Australia and the Supreme Courts in each of the States and the Northern Territory potentially may be involved or, more accurately, one of the Supreme Courts or the Federal Court of Australia may be involved. Although I suppose this has applied ever since the Federal Court of Australia was created, it is a worry to me that the choice of jurisdiction could be used vexatiously. I do not say that the courts would do so, or that if they did do so they would do so wittingly, but it might be that the prosecution was conducted and framed in such a way that a defendant had to appear in a court far removed from his or her State of residence. That is just one of the problems that arise. There is an absence of certainty of the location of the jurisdiction and there is that reservation in the back of my mind that in certain circumstances, and undoubtedly somewhere down the track, the prosecution could be vexatious in its choice of location for hearing an action. Whilst I do not know whether the law could be framed any better, I simply wish to express that reservation and those concerns. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.21) —I just wish to put to rest the fears of the honourable member for Curtin (Mr Rocher) because the Bill provides for the prosecution to be in the relevant State-that is, where the offence occurred. That is what that means and there can be no doubt about it. The honourable member should bear in mind that at present the corporate affairs commissions in each State are able to judge that situation rather well and in terms of natural justice it would be vexatious to suggest something should be transferred to another State. But that would not happen. Under the jurisdiction here, the action would be heard where the offence occurred. I assure the honourable member that there is no problem there. Mr ROCHER(Curtin)(5.22) —I just wish to point out that this has happened in cases where the Commissioner of Taxation has been involved. In cases where he has had a choice he has obliged defendants to travel elsewhere. In one case of which I am personally aware he obliged a defendant to travel to Queensland when it was extremely doubtful that that course of action was necessary. In my mind there are very serious questions as to the good intentions of the Commissioner of Taxation. I am not suggesting that that automatically flows to those who are charged with the responsibility for this Bill, but somewhere down the track that sort of thing might happen. However, I accept the Attorney-General's assurance. Mr MOORE(Ryan)(5.23) —I want to ask the Attorney-General the base question: If this package of Bills is to succeed will the matters become subject wholly to Federal law? Mr Lionel Bowen —No, not necessarily. We can vest the State courts. The State courts are very keen to play a part. Mr Rocher —Does there need to be State legislation? Mr Lionel Bowen —No, we can vest the State courts with Federal legislation. Mr MOORE —In that case I will take the Attorney-General to the next step. As I recall the legislation, the prime area of appeal is to the Administrative Appeals Tribunal (AAT). Mr Lionel Bowen —The final appeal would be to the full Federal Court. Mr MOORE —Then the decision of the Federal Court is not appealable? Mr Lionel Bowen —Only to the High Court. Mr MOORE —In those circumstances the general appeal procedure is pretty open. I had the impression from reading the Bill that appeals ended almost with the AAT. Proposed new part agreed to. Proposed new clause in part 13. Mr LIONEL BOWEN(Kingsford-Smith) —Attorney-General) (5.25)-by leave-I move: (29) Before clause 231, page 81, insert the following new clause in Part 13: Review by Administrative Appeals Tribunal of certain decisions ``230g. (1) In this section: `decision' has the same meaning as in the Administrative Appeals Tribunal Act 1975. ``(2) Applications may be made to the Administrative Appeals Tribunal for review of a decision by the Commission: (a) to make an order under section 72, 73 or 74; (b) to make an order under subsection 75 (1) varying an order in force under Division 8 of Part 3; or (c) to refuse to vary or revoke an order in force under Division 8 of Part 3.''. This amendment provides for review by the Administrative Appeals Tribunal of certain Australian Securities Commission (ASC) decisions. Under the cooperative scheme legislation, the courts have a general power to review administrative decisions on their merits-for example, there is a reference to section 537 of the Companies Act 1981. Due to constitutional restraints it is not possible for the Commonwealth Parliament to confer this power on the courts, except in the Territories. Consistent with current administrative law policy, new clause 230g is proposed which will confer power on the Administrative Appeals Tribunal to review on their merits decisions of the ASC where a person has failed to comply with a requirement during an ASC hearing or investigation. Similar provisions providing for AAT review are also to be inserted in the Corporations Bill and the Close Corporations Bill. Proposed new clause agreed to. Clauses 231 to 236-by leave-taken together, and agreed to. Clause 237 (Jurisdiction of Courts). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.27) —Clause 237 relates to jurisdiction. The Government proposes to omit this clause, which provided for the jurisdiction of the courts under the Australian Securities Commission Bill. This issue is now covered by new part 12 of the Bill. Clause negatived. Remainder of Bill-by leave-taken as a whole, and agreed to. Bill reported with amendments; report adopted. Leave granted for third reading to be moved forthwith. Motion (by Mr Lionel Bowen) proposed: That the Bill be now read a third time. Mr MOORE(Ryan)(5.29) —I wish to speak on the third reading of the Australian Securities Commission Bill in relation to the large number of amendments that were brought forward. I also wish to point to the general handling of the Bill which clearly indicates that the amendments that were brought forward were not those of the Attorney-General (Mr Lionel Bowen), but rather those of the collective interest groups that have hijacked the whole process. They are the ones that have come here with a raft of new changes which have been put up to the Department. The Department has had a good chat with the vested interests-the small faceless group that was originally selected by the Attorney-General-and has brought the changes into the chamber at the shortest possible notice, dumped them onto members of the Parliament and with less than 24 hours notice come up with this list of requirements. It is really an appalling performance for the Government to expect the legislative processes of the Australian Parliament to be treated in such a way. I have been talking only about the amendments to the Australian Securities Bill 1988. We now move on to the amendments to the Corporations Bill 1988 and the same process goes on. I did not want to let this opportunity pass without pointing out the way in which Parliament has been so shabbily treated in relation to these amendments and those to which we will now proceed. I would hope that all of those who may read the proceedings of this debate understand that at 5.30 p.m. last night, just 24 hours ago, 280 amendments were dropped on my table, and they were to be discussed at 10 o'clock this morning. Is that the way we are to have corporate law in Australia run? If that is the way the corporations of Australia want things to be run, they are certainly out of touch. Corporations do not necessarily want quick changes in corporate law; they want certainty within the law, to know where they are going. If this is the way they are going to be treated in the future with this centralising of power, with things to be run by the Attorney-General's Department and a few mates, God help the future of corporate law. Mr LIONEL BOWEN(Kingsford Smith-Attorney-General)(5.31) —in reply-I have to put it on the record that I do not think the Australian Securities Commission Bill has been hijacked by a small, select group. A consultative group did deal with it. The honourable member for Ryan (Mr Moore) made a significant omission in that he forgot to mention that the Bill was introduced in May and laid on the table to enable the business community to make submissions on what it thought. It is in response to the business community that we have introduced these amendments. It is significant-and I make no criticism of the honourable member-that the honourable member saw no point in moving any amendments to the Bill. I am not arguing with that; that is fine. But the business community did see fit to propose amendments. So the point is that the Opposition did not move any amendments. Mr Moore —No, we want to reject the whole Bill. Mr LIONEL BOWEN —I accept that, but the Opposition has been anxious today, properly, to debate basically every amendment that has been suggested, and in many cases suggested by the business community. I just do not want the honourable member to insult the business community. I acknowledge that it is unusual to have so many amendments, but I put it on record that they have come from the business community. I am aware of the fact that the Opposition does not want to be involved in the introduction of federal law. I accept that, and perhaps this legislation will be defeated in the Senate. There is no argument about that. But it should not be put on the record that somebody else has some ulterior motive for moving the amendments other than to improve the legislation. I accept that we are dealing with it today by way of explanatory details, but it also ought to be recognised that when the honourable member sought some assistance with what was in the amendments I arranged for officers of my Department to talk to him yesterday. In terms of the time we have to consume all these matters, I am in as much difficulty as the honourable member. However, I am endeavouring to deal with them in the spirit of trying to get something that might at least be debated intelligently as and when the Senate deals with the matter. It is suggested that there be federal law and I am anxious to get Federal law that people in the business community feel is fair and reasonable. We run into the issue of whether we should have Federal law or whether the situation should remain as it is. That is the problem. The business community is just as concerned about remaining where it is as it is about the legislation not being satisfactory. There are differences that the honourable member and I cannot reconcile between ourselves because of party position. It is the position of his party that there be no federal law. I do not think there ought to be any castigation of the business community for suggesting improvements to this legislation. Question resolved in the affirmative. Bill read a third time. Consideration resumed from 25 May, on motion by Mr Lionel Bowen: That the Bill be now read a second time. Question put. The House divided. (Mr Deputy Speaker-Mr J. B. Mildren) Ayes . . . . . . . . . . . 67 Noes . . . . . . . . . . . 53 —— Majority . . . . . . . . . 14 —— Baldwin, P. J. Jakobsen, C. A.Beazley, K. C. Jenkins, H. A.Beddall, D. P. Johns, G. T.Bilney, G. N. Jones, BarryBlanchard, C. A. Kelly, R. J.Blewett, N. Kent, L.Bowen, Lionel Kerin, J. C.Brown, Robert Kerr, D. J. C.Brumby, J. M. Klugman, R. E.Campbell, G. Lamb, A. H. (Teller)Charles, D. E. Lavarch, M. H.Chynoweth, R. L. Lee, M. J.Cohen, B. Lindsay, E. J.Courtice, B. W. McHugh, J.Crawford, M. C. McLeay, LeoCross, M. D. Martin, S. P.Cunningham, B. T. (Teller) Milton, P.Dawkins, J. S. Morris, AllanDubois, S. C. Morris, PeterDuncan, P. O'Keefe, N. P.Edwards, Ronald Price, L. R. S.Fatin, W. F. Sawford, R. W.Fitzgibbon, E. J. Scholes, G. G. D.Free, R. V. Sciacca, C.Gayler, J. Scott, J. L.Gear, G. Snow, J. H.Gorman, R. N. J. Snowdon, W. E.Grace, E. L. Staples, P. R.Griffiths, A. G. Theophanous, A. C.Hand, G. L. Tickner, R. E.Harvey, E. R. West, S. J.Holding, A. C. Willis, R.Hollis, C. Wright, K. W.Humphreys, B. C. Adermann, A. E. MacKellar, M. J. R.Aldred, K. J. Macphee, I. M.Andrew, J. N. (Teller) Miles, C. G.Beale, J. H. Millar, P. C.Blunt, C. W. Moore, J. C.Brown, N. A. Nehl, G. B.Burr, M. A. Peacock, A. S.Cadman, A. G. Pratt, M. P.Cameron, Ewen Prosser, G. D.Cameron, Ian Reith, P. K.Carlton, J. J. Robinson, IanCobb, M. R. Rocher, A. C.Connolly, D. M. Ruddock, P. M.Cowan, D. B. Shack, P. D.Downer, A. J. G. Sharp, J. R.Edwards, Harry Sinclair, I. McC.Fife, W. C. Smith, W. L.Fischer, Tim Spender, J. M.Fisher, Peter Sullivan, K. J.Halverson, R. G. Taylor, W. L.Hawker, D. P. M. Tuckey, C. W.Hewson, J. R. Webster, A. P.Hicks, N. J. (Teller) White, P. N. D.Hunt, R. J. D. Wilson, I. B. C.Lloyd, B. Woods, R. L.McArthur, F. S. Wooldridge, M. R. L.McGauran, P. J. Saunderson, J. Hall, R. S.Simmons, D. W. Shipton, R. F.Mountford, J. G. Cameron, DonaldO'Neil, L. R. T. Jull, D. E.Darling, E. E. Braithwaite, R. A.Cleeland, P. R. Goodluck, B. J.Charlesworth, R. I. Katter, R. C.Keating, P. J. Dobie, J. D. M.Duffy, M. J. Porter, J. R.Hawke, R. J. L. Howard, J. W. Question so resolved in the affirmative. Bill read a second time. Message from the Governor-General recommending appropriation announced. Clauses 1 to 8-by leave-taken together, and agreed to. Clause 9 (Dictionary). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.44) —I move: (1) Clause 9, page 11, after the definition of ``contributory'' insert the following definition: `` `convertible note' has the same meaning as in Division 3a of Part III of the Income Tax Assessment Act 1936;''. A definition of `convertible note' appears in clause 603 of the Corporations Bill. This definition, which is under the acquisition of shares chapter, is also to be placed in the interpretation part of the Bill because the term `convertible note' is now used in other parts of the Bill, for example, in the new clause 66 (1) (h) and clause 66 (2) of the Bill. I am merely indicating to the Committee that we have included a definition of `convertible note' in the interpretation part of the Bill. Amendment agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.47) —I move: (2) Clause 9, page 13, before paragraph (a) of the definition of ``debenture'' insert the following paragraph: ``(aa) a document acknowledging a debt incurred by a body corporate: (i) in the ordinary course of carrying on so much of a business as neither comprises, nor forms part of, a business of borrowing money and providing finance; and (ii) in respect of money that is or may be deposited with or lent to the body by a person in the ordinary course of a business carried on by the person;''. This amendment gives a definition of `debenture' to exclude ordinary business loan transactions. This amendment excludes from the definition of `debenture' a document acknowledging a debt arising from an ordinary loan transaction where it is in the ordinary course of business for both the borrower and the lender to have entered that loan transaction. The amendment will not, however, exclude loans made to bodies corporate that carry on a business of borrowing money and providing finance. The purpose of this amendment is to make it clear that a document acknowledging a debt in an ordinary loan transaction-for example, between a trading company and a trade creditor-is not to be regarded as a debenture which would require a prospectus. On the other hand, where a body corporate is a finance company or its business consists of borrowing money and providing finance, a prospectus will still be required for the offering of a debenture unless otherwise excluded under clause 66 or by an exempting regulation made under paragraph (e) of the definition of `debenture'. Amendment agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.50) —I move: (3) Clause 9, page 16, after the definition of ``eligible futures market'' insert the following definition: `` `eligible investment advice business' has the meaning given by section 77;''. This amendment is to the same clause and concerns the definition of what is called the `eligible futures market'. This term is defined in clause 77. The insertion in clause 9 of a reference to `eligible investment advice business' is intended to perform merely a cross-referencing role to clause 77. It is put in definition terms. Mr ROCHER(Curtin)(5.50) —The drafting of this and one or two other subsequent amendments to clause 9 seem to adopt an Irish principle. Instead of looking under the heading `dictionary', one must find it somewhere else in the Bill. It seems a bit cumbersome and clumsy, to say the least, and certainly not consistent with a pretty genuine and comprehensive intent in the rest of clause 9 to cover most of the definitions which one would expect to need clarifying in this type of legislation. I simply criticise this method of drafting. That criticism applies to amendment No. 3, just as it applies to amendment No. 4-I will not repeat it in relation to that amendment-and to certain other subsequent amendments. The drafting is confused. If, heaven forbid, the legislation is passed and becomes law, one would have thought that all of those drafting shortcomings which occur in so many of our Acts, and which affect the conduct of business in this country would have been overcome. I refer, of course, to the most noteworthy example, the Income Tax Assessment Act 1936 and many related Acts. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.52) —What we are talking about in a number of ways is inserting in clause 9 a number of definitions. At present, clause 9 contains a number of definitions. The business community felt that it was much easier to identify what is a definition by looking at one clause than for us not to have a definition of it, because it relates to a more substantive aspect of the Bill. In other words, it is very helpful to people interpreting law to have an interpretation at the beginning of the Bill. Mr Rocher —I am happy with that. Mr LIONEL BOWEN —This puts these references that are already in the Bill into an interpretive position at the beginning of the Bill. In other words, instead of trying to find out what one might think in the case, the definition is already there, and this helps with interpretation. The point is made in this case that the term is defined in clause 77. It is being placed in the Bill for easier reading. Therefore, all of these amendments relate to matters which come under the heading `dictionary'. Mr ROCHER(Curtin)(5.53) —Because the Attorney-General (Mr Lionel Bowen) raised this matter when he summed up the second reading debate-he has repeated it just now-I wonder whether he could elucidate on what he means when he cites the business community. It is a very big community. From my discussions with people in the business community I have found that, apparently, they are not of the same mind as that section of the business community with which he or his Department may have consulted. I would like some clarification of that point. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.54) —I refer, for example, to the Business Council of Australia, the stock exchanges, and individuals such as lawyers and others who act for businesses. Lawyers, whilst honourable members may not approve of them, have to act for businesses in corporate law matters. On that basis a number of submissions were made by attorneys on behalf of their business corporations and also from their own knowledge as to what might happen. In terms of what we might call a constituency, the Business Council of Australia and the stock exchanges have looked at how they see the law. We would also find that there were some discussions with various people associated with the corporate affairs commissions as to how they see the situation. That applies also to the National Companies and Securities Commission. In other words, whilst it is acknowledged that these people may not readily agree with Federal law, they would have views about the drafting of it. For example, the close corporations area possibly is attractive to small businesses. They were very supportive of it. That is not a new matter because that concept came from the law reform group of the corporate affairs commissions. Many of these concepts have been developed over a long period. I think it is acknowledged that, whilst some people might disagree with where the power might lie, many people see a lot of merit in the law that we are trying to improve. Amendment agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.56) —I move: (4) Clause 9, page 17, line 15, after ``securities exchange'' insert ``within the meaning of Chapter 7''. Amendment No. 4 concerns the definition of `eligible services'. This definition refers in paragraph (d) on page 17 of the Bill to the stock market of a securities exchange. `Securities exchange' has a specific meaning for the purpose of chapter 6 relating to take- overs, chapter 7, which relates to securities, and for the remaining provisions of the Bill respectively. This amendment clarifies that the reference to `securities exchange' in the definition of `eligible securities' refers to a securities exchange within the meaning of chapter 7, that is, a stock exchange within the meaning of that chapter or an approved securities organisation. Amendment agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.57) —I move: (5) Clause 9, page 17, line 19, omit ``currency,'', substitute ``currency''. Honourable members will be pleased to know that this amendment omits an unnecessary comma. Amendment agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.57) —I move: (6) Clause 9, page 17, after the definition of ``eligible securities'' insert the following definition: `` `eligible securities business' has the meaning given by section 93;''. Amendment No. 6 concerns the definition of `eligible securities business'. The term is defined in clause 93. The insertion of a reference to `eligible investment business' in clause 9 is intended to perform merely a cross-referencing role to clause 77. Amendment agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.57) —I move: (7) Clause 9, page 30, line 23, after ``in,'' insert ``unit of a share in,''. Amendment No. 7 concerns a definition of `participation interest'. This amendment excludes from the definition of `participation interest' any unit of a share in a body corporate. The amendment is consequential on the amendment proposed to the definition of `securities' in clause 92, which will now include units in shares of a body corporate. The term `unit' is defined in clause 9 and basically means, in relation to a share, any right or interest in the share, whether legal or equitable. Amendment agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.58) —I move: (8) Clause 9, page 36, lines 26 to 30, omit paragraph (a) of the definition of ``responsible officer'', substitute the following paragraph: ``(a) in relation to a body corporate that is, or proposes to be, a member of another body corporate: (i) a director or executive officer of the first-mentioned body; or (ii) a person who has control or substantial control of the first-mentioned body; and''. This amendment, by replacing the word `corporation' with `body corporate' in the definition of `responsible officer', widens that definition as a consequence of the amendment to allow persons other than corporations to be members of a futures exchange or futures association. Amendment agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.59) —I move: (9) Clause 9, page 37, lines 16 to 28, omit the definition of ``securities'', substitute the following definition: `` `securities' has the meaning given by section 92;''. Amendment No. 9 deletes the definition of `securities' and replaces it with a cross-reference to the definition of `securities' in clause 92. The definition in clause 92 has also been amended by consolidating the definitions previously appearing in clauses 9 and 92. The purpose of this amendment is to remove some of the confusion that has arisen because the definition of `securities' currently appears partly in clause 9 and partly in clause 92. Amendment agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(5.59) —I move: (10) Clause 9, page 37, line 30, before ``representative'' insert ``securities''. Amendment No. 10 concerns the definition of `securities adviser'. This amendment clarifies that the term `representative' used in the definition of `securities adviser' is a securities representative, thus enabling reference to be made to clause 94, which defines `securities representative'. Amendment agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.00) —I move: (11) Clause 9, page 37, after the definition of ``securities adviser'' insert the following definition: `` `securities business' has the meaning given by section 93;''. This amendment inserts a definition of `securities business' in clause 9. That term is fully defined in clause 93. This amendment serves a cross-referencing role so that access to the definition can be more easily achieved. Amendment agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.01) —by leave-I move: (12) Clause 9, page 37, lines 36 to 38, omit paragraph (b), substitute the following paragraph: ``(b) in Chapter 6: (i) the Exchange; (ii) Australian Stock Exchange (Adelaide) Limited; (iii) Australian Stock Exchange (Brisbane) Limited; (iv) Australian Stock Exchange (Hobart) Limited; (v) Australian Stock Exchange (Melbourne) Limited; (vi) Australian Stock Exchange (Perth) Limited; (vii) Australian Stock Exchange (Sydney) Limited; or (viii) a body corporate that is declared by the regulations to be a securities exchange for the purposes of that Chapter; or''. (13) Clause 9, page 39, lines 16 to 18, omit paragraph (b), substitute the following paragraph: ``(b) in Chapter 6: (i) the Exchange; (ii) Australian Stock Exchange (Adelaide) Limited; (iii) Australian Stock Exchange (Brisbane) Limited; (iv) Australian Stock Exchange (Hobart) Limited; (v) Australian Stock Exchange (Melbourne) Limited; (vi) Australian Stock Exchange (Perth) Limited; (vii) Australian Stock Exchange (Sydney) Limited; or (viii) a body corporate that is declared by the regulations to be a securities exchange for the purposes of that Chapter; or''. These amendments relate to the definition of stock exchanges and securities exchanges and include each State subsidiary of the Australian Stock Exchange in the definitions of `stock exchange' and `securities exchange' for the purposes of chapter 6. The purpose of this change is to include explicitly the Australian Stock Exchange subsidiaries in these definitions rather than declare them to be stock exchanges and securities exchanges by regulation, as is done at present. Amendment (12) makes this change to the definition of `securities exchange' and amendment (13) makes this change to the definition of `stock exchange'. Amendments agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.02) —I move: (14) Clause 9, page 41, after the definition of ``transparency'' insert the following definition: `` `Tribunal' means the Administrative Appeals Tribunal;''. Clause 9 is again amended by this amendment. It provides that the use of the word `Tribunal' in the Bill means the Administrative Appeals Tribunal. It is consequent upon amendment (232) which confers jurisdiction on the Administrative Appeals Tribunal to conduct merit reviews of decisions of the Australian Stock Exchange and other bodies. Amendment agreed to. Clause, as amended, agreed to. Clauses 10 to 11-by leave-taken together, and agreed to. Clause 12 (Matters relating to voting shares). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.03) —I move: (15) Clause 12, page 44, line 5, omit ``may'', substitute ``has or will''. This amendment relates to voting shares in associations. It deletes the word `may' from clause 12 (1) (d) and inserts the phrase `has or will' in its place. The purpose of this amendment is to clarify the scope of the provision as the word `may' is too imprecise. Mr ROCHER(Curtin)(6.04) —I am having trouble getting to the sense of this clause. Clause 12 (1) (d) of the Corporations Bill, which was debated this morning, states in part: it includes a reference to a person with whom the primary person has, or proposes to enter into, a relevant agreement: (d) because of which one of those persons may have power (even if it is in any way qualified): (i) to exercise; It does not seem to read correctly to me but I might have missed the sense of it. Could the Attorney-General have a quick look at that? Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.05) —As the honourable gentleman has said, the amendment is to delete the word `may' and insert the phrase `has or will'. Paragraph (c) of clause 12 states: a takeover offer, takeover scheme . . . relating to shares in a body corporate; The clause goes on to state: it includes a reference to a person with whom the primary person has, or proposes to enter into, a relevant agreement; (d) because of which one of those persons may have power . . . It is regarded in legal terms that the word `may' is too uncertain. We really have to say `has or will'. In other words, it is not optional. We either have the power or we do not. Amendment agreed to. Clause, as amended, agreed to. Clauses 13 to 24-by leave-taken together, and agreed to. Clause 25 (Dealing in futures contracts: general). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.06) —I move: (16) Clause 25, page 49, line 13, omit paragraph (b), substitute the following paragraph: ``(b) as employee or agent of, or otherwise on behalf of, on account of, or for the benefit of, the broker; and''. Clause 25 deals with futures contracts. The words `on the broker's behalf' have been deleted and replaced with words which make it clear that conduct outside the authority of a representative is included within the concept of engaging in conduct as a representative. This amendment has been put forward because there has been confusion about what conduct is encompassed by the existing expression. Some commentators have interpreted this expression as covering only conduct with a representative's actual or apparent authority where it was clearly intended that it should also encompass conduct outside the authority of the representative. Amendment agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.07) —I move: (17) Clause 25, page 49, at the end of the clause add the following subclause: ``(6) Subsections (3), (4) and (5) do not have effect for the purposes of sections 26, 27, 28, 1126 and 1132.''. This amendment relates to the existing clause 25 (5) (b) and inserts a new expression which clarifies the circumstances in which a person can be taken to have done an act on behalf of another person. Some commentators have interpreted similar clauses to the present clause 25 (5) (b) as covering only conduct within the employee's or agent's actual or apparent authority, whereas it was intended that it also encompass conduct which is outside the authority. Clause 25 (5) (b) has, therefore, been amended to make it clear that conduct outside the authority of a person be done on account of, or for the benefit of, the broker as included. Similar amendments are also being made to clauses 71, 73, 77, 93 and 94. Mr MOORE(Ryan)(6.08) —While the amendment proposed by the Attorney-General certainly fits in with the definitions, he is in fact attacking a part of the securities business which is very complex and in which many mishaps can occur. I suggest that the Attorney-General might look at a further definition in relation to the activities of employees while they are acting on their own account on behalf of a broker. A lot of the problems that occur within a broker's office relate to the actions of employees acting on their own accounts or nominee or bogus accounts. A further definition would make it quite clear that the broker would be wholly responsible for all the actions of a clerk. This would certainly bring about a greater degree of security within the broker's office than is currently offered. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.09) —We have a problem where other people have been induced through representations. Of course, the difficulty is that people might well have thought that they were dealing with the broker. That is the problem. It is a normal hazard. There is an obligation to a third party where an employee is acting outside authority. It comes under the old common law that a master is responsible for his servant's errors. Mr Moore —It has not been the case in some security cases. Mr LIONEL BOWEN —That may be so. We are trying to assist the business community to some extent by not having to licence everybody, which is another factor. I would certainly be quite happy to have a look at it because we are looking here at someone who might well have suffered damage. It is very difficult to give some stability, for example, to the futures industry if we are going to say, `That is bad luck. You dealt with an employee who was not acting within the terms of the authority'. That means that somebody has lost. I suppose it means that people with a number of employees might find it more prudent to take out adequate insurance as to the conduct of their employees. It is a difficulty, but it is the normal way to meet the claims for damages where wrongdoing has occurred without the master's knowledge. I think it is a matter that the honourable member is entitled to raise, and we will consider it. Amendment agreed to. Clause, as amended, agreed to. Clauses 26 to 57-by leave-taken together, and agreed to. Clause 58 (Corresponding Laws). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.11) —I move: (18) Clause 58, page 59, at the end of the clause add the following subclause: ``(2) A reference to the lodgment or registration of a prospectus under a corresponding law is a reference to the lodgment of a copy of a prospectus with, or the registration of a copy of a prospectus by, as the case may be, the NCSC under the corresponding law.''. Clause 58 deals, for transitional purposes, with the correspondence of the provisions of the Bill to similar provisions of previous State and Territory laws. The clause is to be amended by adding a new subclause (2) to make it clear that the shorthand reference to the lodgment or registration of a prospectus under a corresponding law means the lodgment with, or the registration by, the National Companies and Securities Commission of a copy of a prospectus under the previous corresponding law. For an example of the use of this reference honourable members should read proposed new clause 66 (3). Amendment agreed to. Clause, as amended, agreed to. Clauses 59 to 65-by leave-taken together, and agreed to. Clause 66 (Excluded issues, offers and invitations). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.13) —I move: (19) Clause 66, page 63, lines 20 to 43, and page 64, lines 1 to 11, omit the clause, substitute the following clause: Excluded issues, offers and invitations ``66. (1) An issue or allotment of securities is an excluded issue if, and only if: (a) the amount subscribed for the securities by each person to whom the securities are issued or allotted is at least $500,000; (b) the securities are issued or allotted to persons whose ordinary business is to buy or sell securities, whether as principal or agent; (c) the securities are issued or allotted to an underwriter under an underwriting agreement; (d) no consideration is paid or provided in respect of the issue or allotment; (e) both the following subparagraphs apply: (i) the securities are issued or allotted to a person as a result of the acceptance of: (a) an offer made personally to that person; or (b) an offer made by that person pursuant to an invitation issued personally to that person; (ii) either: (a) no other securities of the same class are issued or allotted at the same time, or have been issued or allotted in the preceding 12 months, to any other person; or (b) that person, and any other person or persons to whom securities of the same class are issued or allotted at the same time or have been issued or allotted in the preceding 12 months, do not together exceed 25 in number; (f) the securities are issued or allotted to: (i) an executive officer of the corporation by which the securities are issued or allotted or of a related body corporate; (ii) a person (in this paragraph called a `close relative') who is the spouse, or is a parent, brother, sister or child, of such an executive officer; or (iii) a body corporate in which such an executive officer or a close relative of such an executive officer has, or any 2 or more of such an executive officer and the close relatives of that executive officer together have, a controlling interest (including any interest that gives control); (g) the securities are issued or allotted pursuant to the exercise of an option, being an exercise effected by the execution of a form of a kind that had been attached to, or to copies of, a prospectus issued in relation to the option; (h) in the case of an issue or allotment of shares in a corporation: (i) the shares (in this subparagraph called `new shares') are issued or allotted to the holders of other shares (in this subparagraph called `existing shares') in that corporation: (a) in connection with a proposal referred to in section 507 that relates to shares in that corporation; or (b) in satisfaction in whole or in part of dividends payable by that corporation to the holders of existing shares where those holders exercised the right to have the dividends so satisfied by the issue and allotment of new shares, or acquired that right, by the execution of a form of a kind that had been attached to, or to copies of, a prospectus issued in relation to the existing shares; or (ii) the shares are issued or allotted under a provision contained in a convertible note, whether the note was issued by that corporation or by another body corporate; (j) in the case of an issue of debentures of a corporation: (i) it is made to existing holders of debentures of that corporation; or (ii) that corporation is an excluded corporation; (k) in the case of an issue of prescribed interests (in this paragraph called `new interests') to which an approved deed relates: (i) it is made to existing holders of prescribed interests (in this paragraph called `existing interests') to which the same approved deed relates: (a) in satisfaction in whole or in part of amounts payable to those holders in respect of their existing interests, whether the existing interests are of the same class as, or are of a different class form, the new interests; or (b) in exchange for existing interests of a different class from the new interests; and (ii) each person to whom a new interest is issued exercised the right to have that interest issued, or acquired that right, by the execution of a form of a kind that had been attached to, or to copies of, a prospectus issued in relation to the existing interests; or (m) the issue or allotment of the securities is, or is of a kind that is, declared by the regulations to be an excluded issue. ``(2) An offer or invitation in relation to securities is an excluded offer or an excluded invitation, as the case may be, if, and only if: (a) it is an offer for subscription of, or an invitation to subscribe, at least $500,000 by each person to whom the offer is made or the invitation is issued; (b) it is made or issued to a person whose ordinary business is to buy or sell securities, whether as principal or agent; (c) it is an offer or invitation to enter into an underwriting agreement or is made or issued to an underwriter under such an agreement; (d) no consideration is paid or provided in respect of the contract resulting from acceptance of the offer or from acceptance of an offer made pursuant to the invitation; (e) it is made or issued personally to a person and: (i) no offer or invitation in relation to securities of the same class is made or issued at the same time, or has been made or issued in the preceding 12 months, to any other person; or (ii) that person, and any other person or persons to whom offers or invitations in relation to securities of the same class are issued or made at the same time or have been issued or made in the preceding 12 months, do not together exceed 25 in number; (f) it is made or issued to: (i) an executive officer of the corporation to securities of which the offer or invitation relates or of a related body corporate; (ii) a person (in this paragraph called a `close relative') who is the spouse, or is a parent, brother, sister or child, of such an executive officer; or (iii) a body corporate in which such an executive officer or a close relative of such an executive officer has, or any 2 or more of such an executive officer and the close relatives of that executive officer together have, a controlling interest (including any interest that gives control); (g) in the case of an offer or invitation in relation to shares in a corporation it is made or issued to the holders of other shares in that corporation in connection with a proposal referred to in section 507 that relates to shares in that corporation; (h) in the case of an offer or invitation in relation to debentures of a corporation: (i) it is made or issued to existing holders of debentures of that corporation; or (ii) that corporation is an excluded corporation; or (j) it is an offer or invitation that is, or is of a kind that is, declared by the regulations to be an excluded offer or excluded invitation, as the case may be. ``(3) In this section, `prospectus' means a prospectus that: (a) was lodged under Division 2 of Part 7.12 or a corresponding law; and (b) was registered under that Division or corresponding law, where such registration was required.''. Amendment (19) deletes clause 66 and replaces it with a new provision which excludes from the operation of the prospectus provisions a wider range of offers and issues of securities. The following additional categories of offers and issues are excluded by the new clause: offers and issues involving no consideration, for example, bonus shares; and offers and issues made personally to no more than 25 persons in a 12-month period. Because the prospectus provisions are no longer limited by the concept of an offer to the public, a number of essentially private offers would otherwise have been caught. The limit of 25 has been fixed at a level which should not affect the formation of small companies, or other small offers or issues. Other additional categories include offers and issues made to an executive officer and various associates of the issuing corporation, because executive officers would have ready access to information concerning the offer; issues of new securities to existing holders pursuant to various rights granted by the issuer, for example, to acquire securities pursuant to an option or a dividend reinvestment facility; the conversion of convertible notes to shares; and the exchange of existing prescribed interest for new prescribed interest pursuant to what is known as a switching facility. Mr ROCHER(Curtin)(6.14) —This is one of the amendments to legislation, I remind the Committee, which was first debated this morning and which gave rise to certain remarks from the honourable member for Ryan (Mr Moore) when he was speaking to the third reading of the Australian Securities Commission Bill dealt with by the Committee and subsequently by the House. I am reduced to simple arithmetic to illustrate my point: The amendment seeks to delete something like 36 lines from the Bill as it was first introduced and replace them with something like 125 lines. That places the Committee in an impossible situation. It emphasises the criticisms of the honourable member for Ryan to which I have referred. These amendments were available to the honourable member for Ryan, at best, only late last night and certainly were not available to me until mid-morning. If it was not for the dedicated interest of my colleague the honourable member for Ryan, there would be just no chance of anyone making a serious contribution to this debate and exercising the very great responsibility we have to at least make legislation with which we may not agree-and we do not agree with this legislation-workable, should it be successful. In response to the honourable member for Ryan, the Attorney-General said, `Well, I guess it is all right, because we have the support of the business community'. I remind the Attorney-General that, firstly, however high sounding the names of some of those bodies to whom he has spoken, they are not necessarily representative of the vast majority of individual businesses and businessmen. Secondly, we are in no position to move amendments because, even if we had gone to the great time and trouble to draft them, they would have been rendered useless by the Government's own amendments. So we have nothing to apologise for in that regard. In the interim, anyway, the Government was toying with the idea-and the Attorney-General confirmed it this morning-that there would be a parliamentary committee of some sort, either from the Senate alone or preferably a joint committee of members of both the House of Representatives and the Senate. It is simply impossible, given that this amendment deletes 36 lines and inserts something like 125 lines in their stead, for anyone to digest the full implications of the legislation. I might add that, firstly, it is not simple legislation and, secondly, the amendments are far from straightforward to anyone but the best informed of corporate lawyers in this country and perhaps to some in the Attorney-General's own Department. Mr MOORE(Ryan)(6.18) —The proposed changes here are quite large. While my colleague the honourable member for Curtin (Mr Rocher) was speaking I noted that the amendment refers to the area of the prospectus and provisions relating to the use of the prospectus. The argument put forward with respect to the original proposition was that registration of a prospectus itself should be done away with. However, as a consequence of the exposure of the Bill, a number of propositions have come forward suggesting that we should not go through with that completely but that we should broadly define the prospectus as applying to a public company and a private company. I do not believe that the proposition put forward is the right answer. I can well remember as an underwriter and a broker that one relied very substantially on the prospectus in all regards. When a proposition is put forward, one must know the individuals behind the float. It is the drawing together of the prospectus that the underwriter relies on to sell those securities, be it a debenture or a share. An underwriter is reliant on the prospectus and, in my view, the underwriter's clients-institutions or private clients, but more particularly the latter-are reliant in no small way on that prospectus. The private client is reliant on the quality of the reporting in the prospectus and the quality of the accounting assessments and expert assessments, be they in mining, building or real estate. One of the 36 faceless men-I would name the honourable gentleman if it was needed-arrogantly told me that because we have such a small group of experts in Australia none of us would dare do the wrong thing. That is complete nonsense. I will relate a story to honourable members. In the boom of the 1960s a very well-known stockbroker arranged to meet me at the Wentworth Hotel. In the course of an hour we finalised three prospectuses for three company floats. Although the prospectuses gave an absolute minimum of information, the floats were all successful, very largely because of the stockbroker's name. In those days the requirements for prospectus vetting were negligible, as honourable members know. I have to say in retrospect that the people who bought those shares were buying a pig in a poke. There was nothing in the prospectuses to say what the companies were about, only that they were mining companies and had large prospect areas. There was no comment on what the quality of the prospects was or where they were. The propositions put forward in those three floats were complete dogs. They all got off well because the market was good. When the market subsided in 1969 all three disintegrated. The arrogant advice given to honourable members opposite by one of the 36 faceless men was that because there is such a small group no-one is going to do it unless he is outside the group. The person who underwrote those three issues was one of the leading members of the Sydney Stock Exchange. I therefore do not hold the view that prospectuses should be let go because these things can be looked at in some form by an authority to ensure that there is some standard. When the market is good one could even float Kerin. When the market is bad it would not be possible to float even Hawke-although Keating might want to do that these days. I urge the people concerned not to stop at this jig back in relation to prospectuses, because I do not believe that the investor is sufficiently looked after. Those who are looked after are the fast track boys who want to get these things out quick smart and down the track because it suits one or two large investors, particularly in the banking area. They can be accommodated. It is not beyond the wit of corporate lawyers and the Commission to get some form of check list of basic requirements in relation to prospectuses. There is, I am quite convinced, a form of prospectus for use in large fund raisings such as debentures. But I believe the Commission ought to have some role in relation to share issues for new corporations. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.24) —I thank the honourable member for Ryan (Mr Moore) for his contribution. There is already a proposal to exclude from the normal issue of prospectuses certain invitations, and that is what this is about. The honourable member will notice reference to small people, professional people and those in respect of whom there is no need to go through the whole prospectus operation. This clause identifies those people as being one of a total number of not more than 25, executive officers, existing holders of securities and so on. The honourable gentleman talked about what the business community thinks. If there is one thing the business community gets very concerned about, in the wider concept of prospectuses, it is bureaucrats vetting a prospectus, trying to work out the estimated profit and the value of the prospectus and taking an enormous amount of time when the market should be judging the prospectus. I will admit that perhaps in the 1960s there were people that, as the honourable member has said, became dogsbodies or whatever. If investing in mining, one does take a risk, but one usually relies on some geologist's report. We are trying to put liability into a prospectus. It is all very well to say, `Well that's marvellous. We've had it vetted by some well meaning officer in the Corporate Affairs Commission and he has given it the okay'. There are still plenty of companies that do not do very well and that is the risk of the stock exchange. All we are saying is that if in the future the honourable member gets his fingers burnt because he relied on something in a prospectus that was not a fair statement he can have a go at the person responsible. Mr Moore —He can do that now. Mr LIONEL BOWEN —Yes, but it can be claimed that the prospectus was dealt with by the Corporate Affairs Commission before it was issued. We saw the extraordinary situation which developed with Broken Hill Proprietary Co. Ltd. Mr Moore —But that does not stop you taking action. Mr LIONEL BOWEN —No, it does not, but it creates the problem that the business community-and I would have thought that the honourable member would have been supportive of it-is saying, `Why can't we take the risk ourselves? Why do we need the subjective judgment of somebody who is not in the business?' That is not the issue here, by the way. We are saying that professionals and semi-professionals should not be put under that burden. The honourable member is always too anxious to tell me that what is happening here is not in accordance with the dictates of the business community. One of the things that business people are very mindful of is the need to be able to get onto the share market with a good proposition, prepared to take the onus and accept their responsibility as reputable businessmen. I see nothing wrong with that. Amendment agreed to. Clause, as amended, agreed to. Clause 67 (Exempt brokers and exempt futures advisers). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.27) —I move: (20) Clause 67, page 64, line 23, after ``the person'' insert ``is a futures broker or futures adviser, as the case may be, but''. This amendment makes a minor drafting correction to clause 67. Currently any person, even if unrelated to the futures industry, could come within the concept of exempt brokers or exempt futures advisers. This is clearly unintended. The amendment makes it clear that a person can be an exempt broker only if that person is already a futures broker or adviser. Amendment agreed to. Clause, as amended, agreed to. Clause 68 (Exempt dealers and exempt investment advisers). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.28) —I move: (21) Clause 68, page 65, line 19, after ``the person'' insert ``is a dealer or investment adviser, as the case may be, but''. This amendment is for the same purpose as that outlined in relation to the amendment we have just agreed to. It makes it clear that a person can be an exempt dealer or adviser only if the person is already a dealer or adviser. Amendment agreed to. Clause, as amended, agreed to. Clause 69 agreed to. Clause 70 (Extension of period for doing an act). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(6.28) —I move: (22) Clause 70, page 67, line 35, omit ``, or further extend,''. This amendment omits the words `or further extend' because they are unnecessary. Where the Act confers a power to extend this already encompasses the power to further extend. Amendment agreed to. Clause, as amended, agreed to. Sitting suspended from 6.30 to 8 p.m. Clause 71 (Futures advice business and eligible futures advice business). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.00) —I move: (23) Clause 71, page 69, line 11, omit paragraph (b), substitute the following paragraph: ``(b) as employee or agent of, or otherwise on behalf of, on account of, or for the benefit of, the other person; and''. The committee is dealing with amendment (23) to clause 71 in regard to futures advice. The words `on the broker's behalf' have been deleted and replaced with words making it clear that conduct outside the authority of the representative but still engaged in as a representative is to be disregarded for the purpose of determining whether a person is conducting a futures advice business, that is, as a principal. Amendment agreed to. Clause, as amended, agreed to. Clause 72 agreed to. Clause 73 (Futures representatives). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.01) —by leave-I move: (24) Clause 73, page 70, line 37, omit paragraph (c), substitute the following paragraph: ``(c) as employee or agent of, or otherwise on behalf of, on account of, or for the benefit of, the other person; and''. (25) Clause 73, page 70, line 40, omit ``section 1179,'', substitute ``Division 4 of Part 8.3,''. These amendments seek to clarify the position. They delete existing clause 73 (3) (c) and insert a new expression, which clarifies the circumstances in which a person will be taken to have done an act as a futures representative for another person. Some commentators have interpreted similar clauses to the present clause 73 (3) (c) as covering only conduct within a representative's actual or apparent authority, whereas it was intended also to encompass conduct which is outside the authority of the representative. Clause 73 (3) (c) has therefore been amended to make it clear that conduct outside the authority of the representative but done on account of or for the benefit of the broker or adviser is included. Amendment (25) relates to clause 73 (4). That provision has also been amended by deleting the reference to section 1179 and substituting the reference to division 4 of part 8.3. The reference to section 1179 is no longer necessary as a result of the amendments made to clause 1179. The reference to division 4 of part 8.3, which deals with the liability of principals for representative conduct, has been inserted to make it absolutely clear that a person will not incur any liability under that provision merely because another person holds himself or herself out to be a representative of that person. It is now clear that a person will be liable under division 4 of part 8.3 only for the acts of persons who are actually the person's representative. Amendments agreed to. Clause, as amended, agreed to. Clauses 74 to 76-by leave-taken together, and agreed to. Clause 77 (Investment advice business and eligible investment advice business). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.05) —I move: (26) Clause 77, page 72, line 37, omit ``futures'', substitute ``securities''. The word `futures' in clause 77 (8) is clearly meant to be `securities' as this section deals with securities. The amendment corrects this drafting error. Amendment agreed to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.06) —I move: (27) Clause 77, page 72, line 42, omit paragraph (b), substitute the following paragraph: ``(b) as employee or agent of, or otherwise on behalf of, on account of, or for the benefit of, the other person; and''. This amendment deletes the existing clause 77 (9) (b) and inserts a new expression which corresponds with that used in clause 94 (3) (c). This amendment is necessary as a consequence of the clarifying amendments to the definition of `securities representative'. Amendment agreed to. Clause, as amended, agreed to. Clauses 78 to 91-by leave-taken together, and agreed to. Clause 92 (Securities of a body corporate). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.07) —I move: (28) Clause 92, page 79, lines 5 and 6, omit all the words from and including ``Securities'' to and including ``this Act:'', substitute the following: Securities ``92. (1) Subject to this section, `securities' means: (a) debentures, stocks or bonds issued or proposed to be issued by a government or an authority of a government; (b) shares in, debentures of, or prescribed interests made available by, a body corporate; (c) units of shares in, or of prescribed interests made available by, a body corporate; or (d) an option contract within the meaning of Chapter 7; but does not include a futures contract or an excluded security. ``(2) Subject to subsection (3), `securities', where that expression is used in relation to a body corporate, means: (a) shares in the body; (b) debentures of the body; (c) prescribed interests made available by the body; or (d) units of such shares or prescribed interests; but does not include a futures contract or an excluded security. ``(3) In a provision of this Act:''. This relates to the definition of `securities'. This amendment consolidates into clause 92 the definition of `securities' previously appearing in clause 9. The purpose of the amendment is to remove some of the confusion that has arisen because the definition of `securities' currently appears partly in clause 9 and partly in clause 92. It also makes clear that reference to `a share' includes a unit in a share. Amendment agreed to. Clause, as amended, agreed to. Clause 93 (Securities business and eligible securities business). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.08) —I move: (29) Clause 93, page 80, line 5, omit paragraph (b), substitute the following paragraph: ``(b) as employee or agent of, or otherwise on behalf of, on account of, or for the benefit of, the dealer; and''. This amendment deals with securities business and deletes the existing clause 93 (6) (b) and inserts a new expression that corresponds with that used in clause 94 (3) (c). The amendment is necessary as a consequence of the clarifying amendments to the definition of `securities representative'. Amendment agreed to. Clause, as amended, agreed to. Clause 94 (Securities representative). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.09) —by leave-I move: (30) Clause 94, page 80, line 37, omit paragraph (c), substitute the following paragraph: ``(c) as employee or agent of, or otherwise on behalf of, on account of, or for the benefit of, the other person; and''. (31) Clause 94, page 80, line 40, omit ``section 813,'', substitute ``Division 4 of Part 7.3,''. These are clarifying amendments to clause 94. The first amendment deletes the existing clause 94 (3) (c) and inserts a new expression which clarifies the circumstances in which a person will be taken to have done an act as a securities representative of another person. Some commentators have interpreted the present clause as only covering conduct within a representative's actual or apparent authority where it was intended also to encompass conduct that was outside the authority. Clause 94 (3) (c) has therefore been amended to make it clear that conduct outside the authority of the representative but done on account of or for the benefit of the principal is included. Clause 94 (4) has so been amended by deleting the reference to section 813 and substituting a reference to division 4 of part 7.3. The reference to section 813 is no longer necessary as a result of the amendments made to clause 813. Mr MOORE(Ryan)(8.09) —Although I am not sure what is meant by division 4 of part 7.3, I would point out that the matter raised in this area is one of the items to which I was referring earlier as it relates particularly to an employee in a broking office. It refers to the relationship between principal and agent when the employee acts on what appears to be his own account. There have been cases in the past in the liquidation of certain broking operations where accounts that were incurred by an employee of a broking firm were held to be not its responsibility. That occurred a long time ago, and I am talking about the crash of 1968. Basically I support the principle that every person who is a dealer should be licensed, because by so doing one has some control over the employees. Once one passes on to the concept that one has a member, partner, shareholder or corporation that is held responsible, the background to every dealer must be held in some register. I doubt whether that will do much in terms of the responsibility for these actions. Quite a number of people who are in this position are apt to run dummy accounts. Consequently, certain accounts are left when it comes to the crunch. I bet that in the event of last October a large number of the bad debts were in unidentifiable accounts but in real terms were in the accounts of employees. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.10) —I think there is some interest in what the honourable member is saying but, if he looks at it from the point of view of the actual wording, he will realise that we are deleting the words `on the other person's behalf'. We are saying that there has to be conduct on account of or for the benefit of the principal. In other words, whilst it might be said that a person was not acting with authority, it would need to be shown that what he did would be for the benefit of the other person. That is probably not giving an absolute liability. In other words, if the person is acting for his or her own benefit, there will be that difficulty. The honourable member is right that there is an argument about whether we would license everybody or take the short course, that is, not license everybody because they are deemed to be in accordance with the licensing principles in that the licensee is already employing them. Rather than put the licensees to the trouble of having to get a licence for everybody, the one licence would cover their employees. That is the issue. Mr Moore —That is not the way it is handled. Mr LIONEL BOWEN —I think the honourable member will find that that is the intention of saying, `you do not have to go to the difficulty of having licences but, if you are acting in accordance with what is deemed to be the authority or for the benefit of another, that is where the question of liability comes in'. Mr MOORE(Ryan)(8.12) —I respond to the Attorney-General by making a couple of points. Firstly, what he has required them to do is not to license the lesser advisers. However, he has required them at the same time to hold a very substantial register. Mr Lionel Bowen —But that is not a difficulty. Mr MOORE —In my view, we are far better off licensing than having a register, which involves a lot of paper work and a lot of responsibility. Mr Lionel Bowen —But they are your employees. Mr MOORE —They may be. However, the other aspect the Attorney is referring to is that a person may not act under the authority of his employer, but his actions may result in a profit to the employer. Let me give an example of where I can split hairs with the Attorney. One of the great accounts that one runs as a broker is the overseas arbitrage account. As a member, one very seldom does that. Only the lesser lights do that. If one has a very good employer, he will let the cheap operator go. The best operators for the major firms in Australia run arbitrage accounts which run into millions every night. They are all on the nod. At the end of the day what happens in relation to that? There is a subdivision of those accounts. Some are held offshore and some are held onshore. None of this legislation will go anywhere near that in relation to the responsibility. The Attorney is setting out examples which are all good stuff but, when it gets down to the real operators, the legislation is nowhere near them. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.14) —Mr Chairman-- Mr Peacock —He makes a very good case. Mr LIONEL BOWEN —Yes, he was in practice. The more one listens, the more one realises the dangers of being on the stock exchange if one does not have the experience that the honourable member for Ryan (Mr Moore) has got. The honourable member has made a good case for all the problems that bedevil the stock market. In fact, that might explain why only 14 per cent of people invest in it-they do not have the skill. In the recent crash, to which the honourable member for Ryan referred, there were substantial runs on the fidelity funds. That is the risk, is it not? We are trying to protect and encourage a market in which, if people hold themselves out to represent somebody, the person who employs them ought to have some knowledge of it. I would not think there is any great problem in the suggestion that we have to have a register on that matter. I do not think that is the problem the honourable member is facing. We have to have a register of all these people. Amendments agreed to. Clause, as amended, agreed to. Clauses 95 to 97-by leave-taken together, and agreed to. Clause 98 (Transfer days for bodies corporate). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.15) —I move: (32) Clause 98, page 81, line 30, omit ``of Part 2''. I am told that this amendment is a minor drafting correction to subclause 98 (1) (c). Amendment agreed to. Clause, as amended, agreed to. Clauses 99 to 111-by leave-taken together, and agreed to. Clause 112 (Outsize partnerships and associations). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.15) —I move: (33) Clause 112, page 86, line 11, omit ``(2)'', substitute ``(3)''. I understand this amendment makes a minor drafting correction. Line 11 on page 86 refers to a `declaration in force under subsection (2)'. This should be a reference to a declaration in force under subsection (3). Amendment agreed to. Clause, as amended, agreed to. Clauses 113 to 190-by leave-taken together, and agreed to. Clause 191 (Issue of shares at a premium). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.17) —I move: (34) Clause 191, page 140, line 14, omit ``to''. This amendment makes a minor drafting correction by omitting the unnecessary word `to'. Lines 13 and 14 on page 140 presently refer to `any statutory fund established and maintained under to'-which is the relevant word-`the Life Insurance Act 1945'. The amendment deletes the word `to', which was inserted by mistake. Amendment agreed to. Clause, as amended, agreed to. Clauses 192 to 233-by leave-taken together, and agreed to. Clause 234 (Loans to directors). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.18) —by leave-I move: (35) Clauses 234, page 192, line 43, after ``loans'' insert ``and''. (36) Clause 234, page 193, lines 15 to 17, omit subparagraph (4) (a) (ii), substitute the following subparagraph: ``(ii) if the company is a subsidiary of a listed company or listed companies-the company and the listed company or listed companies; or''. I understand that amendment No. 35 was necessary to insert the word `and', to make the clause sensible. Amendment No. 36 rectifies typographical errors. It inserts a dash after the word `companies' where first occurring on page 193 and changes the incorrect reference to the `listed companies or listed companies' to correct reference to `listed company or listed companies'. Mr ROCHER(Curtin)(8.19) —Amendments (35) and (36) are largely, as the Attorney-General has claimed, corrections of simple drafting errors or misprints. They are further evidence, as were the previous three items, of the way in which this legislation has been drafted. The kudos the Attorney-General claims because he has allowed this legislation to lie around is somewhat mitigated by the fact that we have in this series of amendments, including the two actually before the Committee, a series of stupid drafting or printing errors with which members of this side of the chamber, and presumably the 36 or 40 faceless men to whom the honourable member for Ryan (Mr Moore) referred in an earlier debate, have had to grapple. It is no credit to the draftsmen, the Attorney-General's Department or the Attorney-General himself that we are now considering these amendments under the circumstances of which the honourable member for Ryan complained in the course of today's debate. The basis for that complaint has been that these amendments were put before the Opposition only last night and, in some cases, as recently as this morning. This legislation will have a great impact on the conduct of commerce of this country and, with all its implications for the centralisation in Canberra of power in company law and regulation, it can only be deplored in those terms. In precise terms amendments (35) and (36) are an extension of sloppy draftsmanship which is careless in the extreme. I imagine that these amendments are quite unnecessary and certainly not justified because this legislation has been around throughout the winter break-for more than two or three months-and the amendment of drafting errors, the correction of simple, even stupid, mistakes should have been put before the Opposition parties long before now. Instead, we have to consider them along with a raft of 280-plus amendments that came up this morning. The Government is to be condemned. Bearing in mind the Attorney-General's advice this morning that at that stage he had not even been briefed on these amendments, I make the point that the evidence in favour of sloppy draftsmanship, sloppy legislative programs and an uncaring approach to the framing of legislation leaves us somewhat bemused and disappointed. Mr MOORE(Ryan)(8.23) —I am very pleased that the clause of this legislation on loans to directors, which is quite lengthy and detailed, is now before us. It is one of those areas covered in the former explanatory memorandum in which we were told that there were no changes to company law; that the present situation would continue. However, there are significant changes. I compliment this aspect of the legislation in so far as it directs itself to one of the great rorts in relation to these affairs. A corporation, be it private or public, which has extensive private loans to the directors, who may or may not be substantial shareholders, is, without any doubt at all, one of the great rorts of corporate life in Australia. In a public sense I point directly to the Holmes a Court situation where, after the great crash, one of the great creditors of the Bell Group was the proprietary company. The actions of that debt were well known in the financial community of Australia-I was tipped off almost immediately that one of the companies that would be significantly hurt in the crash would be the Bell Group. Why? Because the proprietary company was one of the big debtors which lost the brass. The Bell Group is no Robinson Crusoe; a lot of companies have the same sort of arrangement with directors. That is one thing in a proprietary company where, presumably, the shareholders have a mutuality, if not a family relationship or a business relationship, but is another thing altogether in a public company in which the citizens of Australia-and indeed, the world-are invited to participate if at the same time, the private company, the principal shareholders or the chairman are being propped up. Frankly this is not on. That is especially so when those loans bring about the demise of what was then one of the major companies in Australia. This certainly had a major impact on the equity market in Australia. Therefore, some of the proposals here are to be commended. Frankly, I have not had time to read all the ins and outs of these proposals, but my experience tells me that limits on the judgments to be made in this area are quite on target. This will do a fair bit to clean up the Act. Holmes a Court and the Bell Group are not the only ones by any means and it is simply outrageous that investors' equity should be placed at risk by that corporation making loans, either secured or unsecured, to the principal shareholder or the principal director of the corporation involved. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.26) —I thank the honourable member for Ryan (Mr Moore) for his contribution. I think it was a constructive contribution and I welcome that. He addressed his remarks quite properly to the clause relating to loans to directors. The honourable member for Curtin (Mr Rocher) took my Department to task. My staff are not to blame; if there is any blame I must bear it. My staff worked very hard on this legislation and I think that it is very unfair to describe this as sloppy drafting, especially as this is a Bill of some size. Let us look at the two matters which concern the honourable member so much. We left out the word `and' and we use a singular instead of a plural. I do not mind criticism, but I do not think it is fair for the honourable member to stand up and suggest that my staff are to blame. They have worked very hard on this legislation. This would not be the first Bill that a government-any government-has brought in that has had to be amended because of errors. I acknowledge that there have been more errors here because the Bill is of such size, but I am disappointed that the people who have been attacked are those who cannot defend themselves. Mr ROCHER(Curtin)(8.28) —I think the comments of the Attorney-General warrant some response. If he is prepared to accept responsibility I am quite willing to allocate it to him. He accepted the blame graciously and quite properly because the buck does stop with him and he said that in general he accepted that proposition. However, he did not accept it this morning when he said that he had not been briefed on these matters. Although he did not seek to escape his ultimate responsibility in this matter, he at least gave us room to suspect that implicitly he did not accept a whole lot of responsibility because, in various contexts, he said that the business community had sought and insisted upon a great many of the 300 to 400 amendments to the Bills that we are considering today. If the Attorney-General accepts that responsibility it is no credit to him, but he should then clarify the explanations that he made earlier in the debate because they are not consistent with what he has just said. It was just a question of taking an opportunity in a sequence of crazy, unnecessary errors which were only notified to the Opposition parties as recently as last night. It is only a short while since we have received the corrections to these drafting errors or printing errors or whatever the Attorney-General likes to call them. I accept the Attorney-General's assurance that these errors were not due to the sloppy work of his Department. But we only got to know of these errors last night. They have been around for three or four months, as I said in my earlier remarks which gave rise to the Attorney-General's response. I simply say that he has allowed members of the Opposition to develop their views and opinions on the basis of legislation which has lain on the table for two or three months. The Attorney came into the Parliament earlier today and complained that we are not at all happy with the legislation, and in fact that we are opposed to it. Yet we did not receive the courtesy of having even the simple, obvious errors explained to us, let alone those which the Attorney now attributes to the wishes of the business community-and I should put business community in inverted commas-following remarks I have already made in this committee discussion. If I was wrong in allocating responsibility, I will accept the Attorney's view. But it is simply not good enough just to say that I have risen to query a few simple errors. They are a few simple errors but they happen to be in succession in the order of amendments as we have them before us tonight, and this seemed like a good time to raise the matter. However they are also errors about which the Opposition parties should have been notified long before last night. Amendments agreed to. Clause, as amended, agreed to. Clauses 235 to 239-by leave-taken together, and agreed to. Clause 240 (Secretary). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.32) —I move: (37) Clause 240, page 206, at the end of the clause add the following subclause: ``(8) Where a preceding provision of this section is contravened, the company and any officer of the company who is involved in the contravention each contravene this subsection.''. This amendment makes it clear that the obligations imposed under this clause are cast on the particular company and any officers involved in the contravention. The amendment brings the provision into line with subsection 236 (8) of the existing Companies Act. Amendment agreed to. Clause, as amended, agreed to. Clauses 241 to 258-by leave-taken together, and agreed to. Clause 259 (Inspection of minute books). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.33) —by leave-I move: (38) Clause 259, page 224, line 18, omit ``be'', substitute ``ensure that they are''. (39) Clause 259, page 224, lines 30 and 31, omit subclause (3). Amendment (38) makes a minor drafting correction. The wording of subclause (1) does not presently make sense. The effect of the amendment will be to make clear the obligation of a company to ensure that its books are kept open for inspection by any shareholder without charge. Amendment (39) omits subclause (3). The amendment is consistent with the general approach in the Bill that officers of a company who are involved in a contravention will be subject to liability under section 5 of the Crimes Act 1914, and no specific provision is required. Mr MOORE(Ryan)(8.34) —One aspect of takeovers in Australia is access to records. I presume here that the wider question involves getting access to records of a company. In this case it is referring to minutes and one or two other items, but generally speaking minutes is the area in which the greatest difficulties arise. I ask the Attorney to look at this section in a subsequent review, and request that something a bit more precise be put into it. I can cite the Attorney cases, practical examples, in which I have been involved where a corporation's records have been for a variety of reasons not where they should have been, and I have been told to come back the next day, the day after or the day after that. Everybody in a public corporation should have available a clearer definition of where and for how long these things should be kept rather than have just the general assertion that the books containing the minutes and proceedings shall be open for inspection by any member without charge. `Without charge' is the easy part; it is a question of access to documents at the appropriate place. It is a matter of the openness of those documents rather than the charge. Amendments agreed to. Clause, as amended, agreed to. Clauses 260 to 289-by leave-taken together, and agreed to. Clause 290 (Synchronisation). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.36) —I move: (40) Clause 290, page 254, lines 15 to 42 and page 255, lines 1 to 12, omit subclauses (10) to (15), substitute the following subclauses: ``(10) Where the directors of a holding company make an application under subsection (4) in relation to a subsidiary: (a) subsection (1) does not apply in relation to the subsidiary until the determination day for the application; and (b) subject to subsection (12), the period within which the directors of the holding company are required to comply with subsection (1) in relation to the subsidiary is the period of 12 months beginning on that day. ``(11) Subsection (10) has effect despite sections 41 and 44a of the Administrative Appeals Tribunal Act 1975. ``(12) Where an order is made under this section authorising a subsidiary of a holding company to have, or to adopt, a financial year that does not coincide with that of the holding company, compliance with the order (including any limitations, terms or conditions set out in it) shall be taken to be compliance with subsection (1) in relation to the subsidiary. ``(13) Where the directors of a holding company make an application under subsection (4) in relation to a subsidiary, the directors of the holding company are not entitled to make another application under subsection (4) in relation to the subsidiary within 3 years after the determination day for the first-mentioned applications unless: (a) the first-mentioned application resulted in the making of an order granting the application or granting it subject to limitations, terms or conditions; or (b) the Commission is satisfied that there has been a substantial change in the relevant facts or circumstances since that day. ``(14) In this section: `determination day', in relation to an application under subsection (4), means: (a) if the Tribunal makes a decision on an application for review of the Commission's decision on the application under subsection (4)-the day when: (i) if there is an appeal from the Tribunal's decision-any appeal arising out of the Tribunal's decision is finally determined or otherwise disposed of; or (ii) otherwise-the Tribunal's decision comes into operation; (b) if paragraph (a) does not apply but an application is, or applications are, made to the Tribunal for review of the Commission's decision on the application under subsection (4)-the day of withdrawal or dismissal of the application, or of the last of the applications to be withdrawn or dismissed; or (c) otherwise-the day when the Commission's order on the application under subsection (4) is served on the holding company.''. This amendment is consequent upon the removal of the right to appeal to a court against a decision of the Australian Securities Commission (ASC) and the substitution of a right of review by the Administrative Appeals Tribunal (AAT). The effect of the consequential changes is that where an application to the ASC is made for an order authorising a subsidiary to have a financial year that does not coincide with that of its holding company, firstly, no action to ensure coinciding financial years is necessary until 12 months after the determination day-that is, the day when any AAT decision relating to the application comes into operation, any appeal arising out of an AAT decision is determined, an application to the AAT is withdrawn or dismissed, or in any other case, the day when the ASC's order on the application is served on the holding company-and secondly, no further application may be made to the ASC in relation to a subsidiary within three years after the determination day unless the ASC's order granted the application, conditionally or otherwise, or the ASC is satisfied there has been a substantial change in the relevant factual circumstances since that day. Again this relates to the issue we discussed earlier. There would be a right of review by the AAT, but after that of course there would be a right of appeal to the court. Mr ROCHER(Curtin)(8.38) —As mentioned in an earlier context, I think the interposition of the Administrative Appeals Tribunal is desirable. Again, digesting the full implications of amendment (40) involves omitting something like 35 or more lines and substituting 45 lines. Given the time constraints which I have already mentioned and the fact that this information has been available to the Opposition for only approximately 24 hours, it is difficult to question any of the details. However, I do agree with the amendment and support the involvment of the Administrative Appeals Tribunal in the sequence which is specified in the legislation, remembering the right of the parties to appeal should the need arise. I think it is a wise inclusion, as I say, for want of better knowledge-as I think A. B. Paterson said-about the precise effect and detail of the proposed amendment. Amendment agreed to. Clause, as amended, agreed to. Clauses 291 to 312-by leave-taken together, and agreed to. Clause 313 (Relief from requirements as to accounts and reports). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.40) — (41) Clause 313, page 269, lines 19 to 28, omit subclause (15). Consequential upon the amendments to the Bill providing for administrative review by the Administrative Appeals Tribunal, as the Administrative Appeals Tribunal will be empowered to review decisions made under this clause, the provisions providing for review by the court are unnecessary and are proposed to be deleted. Amendment agreed to. Clause, as amended, agreed to. Clauses 314 to 321-by leave-taken together, and agreed to. Clause 322 (Continued application to Division 2 company of requirements of corresponding law). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.41) —I move: (42) Clause 322, page 273, line 27, omit ``referernce'', substitute ``reference''. This amendment corrects the spelling of the word `reference' in subparagraph 322 (2) (b) (i). Amendment agreed to. Clause, as amended, agreed to. Clauses 323 to 327-by leave-taken together, and agreed to. Clause 328 (Nomination of auditors). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.42) —I move: (43) Clause 328, page 283, line 13, omit ``sub-section'', substitute ``subsection''. This amendment is to correct a typographical error. It corrects the spelling of the word `sub-section' in subclause 328 (2) of the Bill and removes the hyphen to retain consistency with the rest of the Bill. Amendment agreed to. Clause, as amended, agreed to. Clause 329 (Removal and resignation of auditors). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.43) —by leave-I move: (44) Clause 329, page 284, lines 22 to 26, omit subclause (8). (45) Clause 329, page 284, line 27, omit ``to any order of the Court under subsection (8) and''. Amendment (44) is consequential upon the amendments to the Bill inserting a new part 9 (4) (A) providing for Administrative Appeals Tribunal (AAT) reviews. As the AAT will be empowered to review decisions made under this clause, subclause (8), which provides for review by the court, is unnecessary and has been deleted. Amendment (45) is consequential upon amendment (44). As subclause (8) has been omitted by amendment (44), the reference to an order of the court under subclause (8) in subclause (9) has to be removed. Amendments agreed to Clause, as amended, agreed to. Clauses 330 to 361-by leave-taken together, and agreed to. Clause 362 (Publication of name etc.). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.44) —I move: (46) Clause 362, page 306, line 17, omit ``appears'', substitute ``appears,''. This amendment corrects a grammatical error. It makes a minor grammatical correction to subclause 362 (4). It inserts a comma after the word `appears' so that the subclause can be more readily understood. Amendment agreed to. Clause, as amended, agreed to. Clauses 363 to 370-by leave-taken together, and agreed to. Clause 371 (Abbreviation of words included in a company's name). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.45) —by leave-I move: (47) Clause 371, page 310, lines 27 and 28, omit paragraph (e). (48) Clause 371, page 310, lines 37 and 38, omit paragraph (k). Clause 371 allows for certain company names to be abbreviated. Paragraph (e) allows Australian-registered bodies the use of the abbreviation `Regd' for the word `Registered' in a company name. The use of this abbreviation would be useful only where the company or the body had a number name. However, as the legislation does not provide for such bodies to have a number name, paragraph (e) is of no use. So the amendment omits unnecessary words. Amendment (48) is moved for the same reason. Paragraph (k) enables an Australian-registered body to use the abbreviation `A.R.B.N.' instead of `Australian Registered Body Number'. However, as the legislation does not provide for such bodies to have a number name, paragraph (k) is of no use. Amendments agreed to. Clause, as amended, agreed to. Clauses 372 and 373-by leave-taken together, and agreed to. Clause 374 (Name by which body corporate proposes to be registered as a company). Mr LIONEL BOWEN(Kingsford-Smith-Attorney General)(8.46) —I move: (49) Clause 374, page 312, line 13, after ``registered'' insert ``or incorporated''. This amendment makes a minor drafting correction to clause 374, subclause (4). It inserts the words `or incorporated' after the word `registered' to make the subclause internally consistent, as the phrase `registered or incorporated' is used earlier in the subclause. Amendment agreed to. Clause, as amended, agreed to. Clause 375 agreed to. Clause 376 (Name by which registrable body proposes to be registered). Mr LIONEL BOWEN(Kingsford-Smith-Attorney General)(8.47) —by leave-I move: (50) Clause 376, page 313, line 27, after ``registered'' insert ``or incorporated''. (51) Clause 376, page 313, line 33, after ``registered'' insert ``or incorporated''. Amendment (50) makes a minor drafting correction to clause 376, subclause (4). It inserts the words `or incorporated' after the word `registered' to make the subclause internally consistent. Amendment (51) makes a minor drafting correction to subclause 376 (5) with the same effect as amendments (49) and (50). Amendments agreed to. Clause, as amended, agreed to. Clause 377 agreed to. Clause 378 (Applications under sections 373 to 382). Mr LIONEL BOWEN(Kingsford-Smith-Attorney General)(8.48) —by leave-I move: (52) Clause 378, page 314, line 35, omit ``382'', substitute ``377''. (53) Clause 378, page 314, line 36, omit ``382'', substitute ``377''. Amendment (52) amends the title of clause 378. Clause 378 is only relevant to applications made under clauses 373 to 377 inclusive because there is no provision in clauses 378 to 382 inclusive for an application to be made. Amendment (53) to the same clause alters the wording of clause 378 as it relates only to applications made under clauses 373 to 377 inclusive for the same reasons as I have outlined in respect of amendment (52). Amendments agreed to. Clause, as amended, agreed to. Clauses 379 to 382-by leave-taken together, and agreed to. Clause 383 (Omission of `Limited' in names of charitable and other companies). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.50) —I move: (54) Clause 383, page 317, line 10, omit ``Chapter'', substitute ``Act''. Amendment (54) makes a minor drafting correction to page 317, subclause (9), by changing the word `Chapter' in subparagraph (b) to `Act'. As the alteration of a com- pany's memorandum of articles is dealt with under other chapters of the Act, notably chapter 2, the reference to chapter 4 in subclause (9) on page 317 is incorrect. Amendment agreed to. Clause, as amended, agreed to. Clause 384 (Application of Act to no liabilities companies). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.51) —I move: (55) Clause 384, page 317, line 28, omit ``Division'', substitute ``Part''. The amendment makes a minor drafting correction to the clause by substituting the word `Part' for the word `Division'. As there are no divisions of part 4.3, all references to divisions are being removed. Amendment agreed to. Clause, as amended, agreed to. Clauses 385 to 387-by leave-taken together, and agreed to. Clause 388 (Forfeiture of shares). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.51) —I move: (56) Clause 388, page 318, line 19, omit ``Division'', substitute ``Part''. This amendment makes a minor drafting correction to this clause by substituting the word `Part' for the word `Division'. As there are no divisions in part 4.3, all references to divisions are being removed. Amendment agreed to. Clause, as amended, agreed to. Clause 389 agreed to. Clause 390 (Shares held by, or in trust for, company). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.52) —I move: (57) Clause 390, page 319, line 23, omit ``Division'', substitute ``Part''. This amendment makes a minor drafting correction to the clause by substituting the word `Part' for the word `Division'. As there are no divisions in part 4.3, all references to divisions are being removed. Amendment agreed to. Clause, as amended, agreed to. Clauses 391 and 392-by leave-taken together, and agreed to. Clause 393 (Redemption of forfeited shares). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.53) —I move: (58) Clause 393, page 320, line 5, omit ``Division'', substitute ``Part''. This amendment makes a minor drafting correction to the clause by substituting the word `Part' for the word `Division'. As there are no divisions in part 4.3, all references to divisions are being removed. Amendment agreed to. Clause, as amended, agreed to. Clauses 394 to 408-by leave-taken together. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.54) —by leave-I move: (59) Clause 399, page 321, line 21, omit ``Division'', substitute ``Part''. (60) Clause 399, page 321, line 29, omit ``Division'', substitute ``Part''. (61) Clause 399, page 321, line 31, omit ``Division'', substitute ``Part''. (62) Clause 399, page 322, line 1, omit ``Division'', substitute ``Part''. (63) Clause 399, page 322, line 4, omit ``Division'', substitute ``Part''. (64) Clause 399, page 322, line 5, omit ``Division'', substitute ``Part''. (65) Clause 399, page 322, line 8, omit ``Division'', substitute ``Part''. (66) Clause 399, page 322, line 9, omit ``Division'', substitute ``Part''. (67) Clause 408, page 325, line 28, omit ``Division'', substitute ``Part''. These amendments make minor drafting corrections by removing reference to the word `Division' and replacing it with the word `Part', because part 4.4 does not contain any divisions. Amendments agreed to. Clauses, as amended, agreed to. Clauses 409 to 442-by leave-taken together, and agreed to. Clause 443 (Six-monthly meetings of creditors and members). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(8.56) —I move: (68) Clause 433, page 355, line 37, omit ``end'', substitute ``end of''. This amendment makes a minor typographical correction to subclause 443 (2). It inserts the word `of' so that the subclause makes better sense. Mr ROCHER(Curtin)(8.56) —Without wishing to harp or carp, I simply point out to the Committee that the last 27 amendments are of the very nature of which I spoke earlier. Perhaps they are not unnecessary amendments, because I understand that legislation is changed because of early amendments, although these do not seem to fall into that category. But to the extent that they do, I understand the situation. My point of contention is that we could have been, and should have been, advised of these much earlier so that our deliberations before we arrived at the second reading stage could have been framed accordingly. These amendments and several that might follow involve in some cases the omission of a prefix, the omission of punctuation marks, an incorrect or change of clause, subclause, section or part numbers, and incorrect descriptions. In other words, they deal with simple errors. We see the inclusion and omission of incorrect words. In some cases vital words have been omitted. That is the sort of thing about which I have complained. I thought I would save my complaint until all of those amendments had been moved. Twenty-seven are involved. We still have to deal with a few in the categories I have mentioned. That is the sort of thing that has led me to be critical of some aspects of amendments to legislation on which we have had a long time to deliberate, but to which we have not been able to give our concentrated, effective attention because of what I regard as stupid errors. A printing error is not necessarily a stupid error; that happens, as we all know. But it is stupid to allow the errors to remain in place until, at the eleventh hour, as it were, we have to deal with amendments of this sort. I hope that this is the last occasion on which I will have to make that point. I think it is worth making because we are dealing with a whole gaggle of amendments which should have been avoided, or, if not avoided, should certainly have been notified to the Opposition parties and the Manager of Opposition Business, the honourable member for Hume (Mr Fife), much sooner than yesterday afternoon or last night. Amendment agreed to. Clause, as amended, agreed to. Clauses 444 to 473-by leave-taken together, and agreed to. Clause 474 (Custody and vesting of company's property). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.00) —I move: (69) Clause 474, page 379, line 12, omit ``or relate''. Amendment (69) makes a minor drafting correction to clause 474 (2). It omits the words `or relate' from the phrase `any action or other legal proceeding that relates or relate to that property'. The words `or relate' are unnecessary. They have, therefore, been deleted. Amendment agreed to. Clause, as amended, agreed to. Clauses 475 to 541-by leave-taken together, and agreed to. Clause 542 (Books of company). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.01) —I move: (70) Clause 542, page 406, line 29, omit ``contributory'', substitute ``contributories''. Amendment (70) again is a drafting correction to clause 542 (1). It replaces the word `contributory' with the word `contributories' because the plural form is more appropriate. Amendment agreed to. Clause, as amended, agreed to. Clause 543 agreed to. Clause 544 (Unclaimed property to be paid to Minister). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.02) —I move: (71) Clause 544, page 407, line 37, omit ``claimed'', substitute ``unclaimed''. Amendment (71) is again a drafting correction. It corrects the error in clause 544 (1) (b) by substituting the word `unclaimed' for the word `claimed'. Clearly, this clause is intended to relate to unclaimed money or property, as it is clear from the title and other references in the clause. Amendment agreed to. Clause, as amended, agreed to. Clauses 545 to 555-by leave-taken together, and agreed to. Clause 556 (Priority payments). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.03) —I move: (72) Clause 556, page 412, line 36, omit ``12vg'', substitute ``91''. Again this amendment is a drafting correction to correct an error in clause 556 (1) (g). The reference to proposed new section 12vg of the Australian Securities Commission Bill should be a reference to proposed new section 91 of the Bill. Amendment agreed to. Clause, as amended, agreed to. Clauses 557 to 580-by leave-taken together, and agreed to. Clause 581 (Courts to act in aid of each other). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.04) —I move: (73) Clause 581, page 430, line 2, after ``jurisdiction'' insert ``in matters arising''. Amendment (73) again is a drafting correction to this clause. The correction is to clause 581 (1) to make it consistent with provisions in other Commonwealth legislation which deal with cooperation between courts. Amendment agreed to. Clause, as amended, agreed to. Clauses 582 to 584-by leave-taken together, and agreed to. Clause 585 (Insolvency of Part 5.7 body). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.04) —I move: (74) Clause 585, page 431, line 36, omit ``585'', substitute ``585.''. This amendment is to correct a punctuation error and it inserts a full stop after the number `585' at the start of clause 585 to retain consistency. Amendment agreed to. Clause, as amended, agreed to. Clauses 586 to 592-by leave-taken together, and agreed to. Clause 593 (Powers of Court). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.05) —I move: (75) Clause 593, page 439, line 35, omit ``(1)'', substitute ``(6)''. This amendment makes a minor drafting correction to clause 593 (2). The reference to `an offence' under clause 592 (1) should be a reference to `an offence' under clause 592 (6). Offences under clause 592 (1) are dealt with in clause 593 (1). Mr ROCHER(Curtin)(9.06) —I take issue with the Attorney-General on this being a minor change. If we read the words of the clause under the heading `Powers of Court' it would be very hard to reach that conclusion, particularly when we recall that most of us had no choice other than to consider the Bill as it was written. It is now proposed that, in a particular circumstance where a person has been convicted of an offence under a particular subclause, the first-mentioned person shall be personally responsible without any limitation of liability. Clause 593 (1) is very specific and has a particular meaning all of its own. To substitute clause 593 (6) puts an entirely different complexion on the provisions of the clause to be amended by amendment (75) which deals with clause 593 (2). It is pretty clear that these clauses deal with offences relating to incurring debt or fraudulent conduct. Clause 592 (6) states: (6) Where: (a) a company has done an act (including the making of a contract or the entering into of a transaction) with intent to defraud creditors of the company . . . This is a far more embracing requirement in each of the alternatives, either as they stand or as they are proposed in the amendment. It might be a typing error but it is not to be dismissed as a simple drafting error of little consequence. I do not argue with the amendment's end result but this is one of those clauses which distort an understanding of the original Bill and, therefore, it has the effect of preventing careful consideration of this clause of the Bill. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.08) —I understand what the honourable gentleman is saying but I think there are two separate clauses which relate to different offences. The amendment with which we are dealing makes a correction to clause 593 (2) because that clause again refers to the earlier clause 592 (1) where there can be an offence. Therefore, that ought to be dealt with and this has been done in clause 593 (1). Clause 593 (2) again goes back to clause 592 (1) when it should have gone to clause 592 (6) because subclause (6) talks about a different offence. Amendment agreed to. Clause, as amended, agreed to. Clauses 594 to 596-by leave-taken together, and agreed to. Clause 597 (Examination of persons concerned with corporations). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.10) —I move: (76) Clause 597, page 442, line 34, omit ``the answer is not'', substitute ``neither the answer, nor any information, document or other thing obtained as a direct or indirect consequence of the person giving the answer, is''. The amendment changes clause 597 to bring it into line with other provisions in the Bill dealing with the privilege against self-incrimination, similar to clause 68 of the Australian Securities Corporation Bill. Amendment agreed to. Clause, as amended, agreed to. Clauses 598 to 600-by leave-taken together, and agreed to. Clause 601 (Operation of certain Ordinances). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.11) —by leave-I move: (77) Clause 601, page 446, line 34, omit ``Notwithstanding subsection 582 (1), Division 6 of Part 5.6'', substitute ``Part 5.7''. (78) Clause 601, page 446, line 40, omit ``Division 6 of Part 5.6'', substitute ``Part 5.7''. (79) Clause 601, page 446, line 42, omit ``Division'', substitute ``Part''. (80) Clause 601, page 447, line 1 and 2, omit ``Division 6 of Part 5.6'', substitute ``Part 5.7''. (81) Clause 601, page 447, line 5, omit ``Division'', substitute ``Part''. (82) Clause 601, page 447, lines 10 and 11, omit the definition of ``modification'', substitute the following definition: `` `Ordinance' means an Ordinance of the Capital Territory.''. Amendment (77) relates to the operation of certain ordinances. The reference to division 6 of part 5.6 is incorrect. The amendment deletes the reference to division 6 of part 5.6 and inserts a reference to part 5.7, which deals with the winding up of bodies other than companies. Amendment (78) does the same thing. Amendment (79) is consequent upon amendment (78). The change in clause 601 (4) of the reference from division 6 of part 5.6 to part 5.7 requires the reference in clause 601 (4) to `division' to be changed to a reference to `part'. With respect to amendment (80), the reference to division 6 of part 5.6 is incorrect. The amendment deletes the reference to division 6 of part 5.6 and inserts a reference to part 5.7. Amendment (81) is consequent upon amendment (78). The change in clause 601 (4) of the reference from division 6 of part 5.6 to part 5.7 requires the reference in clause 601 (4) to `division' to be changed to a reference to `part'. Amendment (82) deletes the definition of `modification' and inserts a definition of `ordinance'. The definition of `modification' for the purpose of clause 601 is unnecessary as it is defined to the same effect in clause 9. The definition of `ordinance' for the purpose of clause 601 is necessary as there is no such definition in clause 9. Amendments agreed to. Clause, as amended, agreed to. Clause 602 agreed to. Clause 603 (Definitions). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.13) —I move: (83) Clause 603, page 448, lines 5 and 6, omit the definition of `convertible note'. The amendment removes the definition of `convertible note' from clause 603. The definition is now not necessary as it is in the same terms as the definition of `convertible note' inserted in clause 9. Mr ROCHER(Curtin)(9.14) —What the Attorney-General says is correct, and I must say that it is something that has exercised my mind. I have been trying to locate the original amendment to clause 9, which seems to have been dealt with such a long time ago, but it was only earlier this evening. I am intrigued a little, and this is probably not of any great import, that clause 9 refers to a dictionary which, I presume, is just another word for definitions. However, under this section the word `definitions' is used. Unless there is an explanation which does not readily occur to me, I wonder whether this confusion of terms is all that necessary. It indicates that this section of Volume 2 of the Corporations Bill 1988 was probably put together by a different draftsman, and that is understandable. I would have thought that there would have been some cross-reference between the respective draftsmen before the Bill was printed for presentation to Parliament. I query the confusion of terms. There may be some logical explanation, but it is not readily apparent. It is not necessarily important, except that earlier in the second reading debate we dealt with 17 separate Bills cognately, involving some 3,000 words all dealing with the same broad subject matter. Any differences in terminology should be avoided at all costs, particularly when one is starting with a new brief and writing new company law. Many of us would like to tackle the taxation Act in this way but we do not have the time or the skill. It is an absolute dog's dinner, and company law in the various States can be described in the same terms. It is a pity that even with this unacceptable-to the Opposition-legislation there should be these differences which with the effluxion of time and subsequent amendments will make the legislation that much more difficult to observe. I still find it difficult to understand why it is necessary under this amendment to remove the definition of `convertible note', although I acknowledge that the same definition has been included in clause 9. It would certainly do no harm to retain the definition under the definitions section of the Bill dealing with interpretation. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.16) —I do not want to delay the Committee but I point out that the first amendment we moved was to clause 9, to define a `contributory' and insert the definition of `convertible note'. I hope that the honourable member for Curtin (Mr Rocher) agrees that it is better to have one definition instead of two. Mr Rocher —It is the same definition? Mr LIONEL BOWEN —It is the same definition. Amendment agreed to. Clause, as amended, agreed to. Clauses 604 to 608-by leave-taken together, and agreed to. Clause 609 (Entitlement to shares). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.17) —by leave -I move: (84) Clause 609, page 453, line 24, after ``person'' insert ``(otherwise than by virtue of paragraph 12 (1) (d), (f) or (g))''. (85) Clause 609, page 453, after paragraph (1) (b) insert the following paragraph: ``(c) shares to which the first-mentioned person is entitled by virtue of subsection (2).''. (86) Clause 609, page 453, lines 25 to 32, omit subclause (2), substitute the following subclause: ``(2) Where a person has, or proposes to enter into, an agreement with another person: (a) because of which the first-mentioned person has or will have power (even if it is in any way qualified): (i) to exercise; (ii) to control, directly or indirectly, the exercise of; or (iii) to influence substantially the exercise of: any voting power attached to shares in which the other person has a relevant interest; (b) under which the first-mentioned person: (i) will or may acquire; or (ii) may be required by the other person to acquire; shares in which the other person has a relevant interest; or (c) under which the other person may be required to dispose of shares in accordance with the first-mentioned person's directions; then, whatever other effect the agreement may have, the first-mentioned person is entitled to those shares.''. The amendments narrow the range of an associate's relevant interests to be included in a person's entitlement to shares for the purposes of clause 609. Clause 609 (2) was specifically drafted to rectify an anomaly in the equivalent cooperative scheme provisions in relation to acquisition agreements by limiting the entitlement to only those shares the subject of the agreement. In trying to extend this exception to other agreements giving rise to associations it became apparent that another fundamental problem existed in relation to the scope of clause 609's application. Where an agreement gave rise to an association under paragraphs 12 (1) (d), (f) or (g), then both parties to the agreement became associates of each other. Accordingly, under clause 609 (1) (b) each had the relevant interests of the other attributed to them. Thus, even the person proposing to sell the shares had his associate's shares attributed to his entitlement. This result was clearly anomalous as it was intended under both the cooperative scheme provisions and the Corporations Bill that the section should operate only in relation to persons who had acquired, or were about to acquire, shares or power to control shares. The amendments ensure that this intention is given effect to. Amendments agreed to. Clause, as amended, agreed to. Clauses 610 to 621-by leave-taken together, and agreed to. Clause 622 (Acquisitions pursuant to prospectus). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.21) —by leave-I move: (87) Clause 622, page 460, line 25, after ``shares'' insert ``in a company''. (88) Clause 622, page 460, lines 26 to 29, omit paragraphs (a) and (b), substitute the following paragraphs: ``(a) in relation to an invitation to subscribe for or buy the shares or an offer to accept subscriptions for or to sell the shares, being an invitation or offer issued or made to, or to persons who include, all the members of the company; and (b) that has been lodged under Division 2 of Part 7.12 or a corresponding law and has been registered under that Division or corresponding law where such registration was required.''. The amendments replace the existing clause 622 exemption from clause 615, which deals with acquisitions pursuant to prospectus, with a more limited exemption. Some concern has been expressed that the current clause 622 exemption may have allowed a person to obtain control of a company without making a full takeover offer by acquiring the shares pursuant to a private prospectus. These amendments eliminate the possibility of using clause 622 exemption for this purpose. Amendments agreed to. Clause, as amended, agreed to. Clause 623 (Acquisitions approved by resolution of target company). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.22) —I move: (89) Clause 623, page 461, lines 8 to 42, and page 462, lines 1 to 18, omit the clause, substitute the following clause: Acquisitions approved by resolution of target company ``623. Section 615 does not apply in relation to an acquisition of shares in a company by virtue of an allotment or purchase if the company has agreed to the allotment or purchase by a resolution passed at a general meeting at which no votes were cast in relation to the resolution in respect of any shares held by, or by an associate of, the person to whom the first-mentioned shares were to be allotted, or by whom or from whom the first-mentioned shares were to be bought, as the case may be.''. The Companies (Acquisition of Shares) Act provision is being extended to include acquisitions of shares pursuant to the exercise of an option. Concern has been expressed in relation to whether this would result in the ultimate holder of a transferable option being able to gain control of a company without the shareholders knowing the identity of that holder at the time of approving the option. Because of this concern the extension to option acquisitions has not proceeded. A new clause 633 now corresponds to the equivalent cooperative scheme provision. Amendment agreed to. Clause, as amended, agreed to. Clauses 624 to 628-by leave-taken together, and agreed to. Clause 629 (Acquisition by acquiring shares in listed company). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.23) —I move: (90) Clause 629, page 463, lines 1 to 8, omit the clause, substitute the following clause: Downstream acquisition resulting from acquisition of shares in a listed company ``629. Section 615 does not apply in relation to an acquisition of shares in another company if: (a) at the time of the last-mentioned acquisition, the other company is a listed company; and (b) the acquisition of the shares in the other company: (i) results from the acceptance of an offer to acquire those shares that was made under a takeover scheme or takeover announcement; or (ii) would, but for subsection 620 (1) or (2), contravene section 615.''. The new clause 629 incorporates two changes. The requirement that the listed upstream company have control, that is 20 per cent or greater shareholding, of the downstream company before clause 629 exemption operated has been removed because its inclusion may have produced unintended consequences, for example, allowing the listed upstream company to more easily discourage takeovers. An additional requirement is inserted for the exemption to apply. The upstream acquisition must be made pursuant to a takeover scheme or takeover announcement. This will clarify and buttress the takeover provisions in so far as they apply to holding companies. Mr MOORE(Ryan)(9.24) —In view of the convoluted way in which this Bill has been strung together to get heads of power and the fact that holding companies appear to be beyond the realm of the Commonwealth statute, this clause appears to me to have a number of question marks hanging over its head. If Federal power under the Constitution does not extend to holding companies, how is it proposed to have any control whatsoever over acquisitions up or down a chain relating to holding companies? I think this is one of the very doubtful areas of the whole operation, one in respect of which I do not think the Government has a leg to stand on, as far as I can interpret it, unless the High Court of Australia wants to change what I think is the interpretation of law today. Given that, the whole basis of this clause is a waste of time. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.25) —What the honourable member for Ryan (Mr Moore) has said, of course, is going to be the subject of a challenge. I think that is true. The fact that we pass laws does not prevent a challenge. At least, when the High Court of Australia deals with the matter we will know the extent of the power which there is confusion about. That is the way this will develop because we have been unable to do anything else. We cannot get the arrangement that we thought we might have been able to get on the basis of a scheme that there would be no doubt about. Therefore we just cannot abdicate the responsibility which we feel we have. The question of power, though, will be the subject of High Court litigation. Mr MOORE(Ryan)(9.26) —That does not answer the question; it only makes an attempt to answer the question as it relates to a holding company. This clause relates to the acquisition of shares that are in the chain of a company. If the holding company falls to the ground, the whole basis of chain acquisitions under this Act falls to the ground. There have been countless examples in recent times of acquisitions being made within, shall we say, a corporate relationship in which there may be a holding company or a series of minority holdings. I am not talking about major companies. There is a lesser group in my mind at the moment which operates in the mining sector, Sydney based, and which has a very dubious record in relation to shareholders. Acquisitions by this group have been the flow-on from minority shareholdings and the shareholders outside that group have been grossly disadvantaged. This proposition does nothing at all to address that, putting to one side the holding company problems under the Constitution. The Attorney-General has to answer the question about acquisitions of this lesser type when minority shareholdings become dominant and majority shareholders in some cases get a much poorer deal because of the way in which the minority or major shareholdings have been able to manipulate. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.27) —The amendment is saying that there is a requirement that the upstream acquisition be made pursuant to the takeover scheme or takeover announcement. This will buttress the take-over provisions in so far as they apply to holding companies. That is the whole point. I think it is an attempt to give people the same entitlement as others. Amendment agreed to. Clause, as amended, agreed to. Clauses 630 to 632-by leave-taken together, and agreed to. Clause 633 (Other permitted acquisitions). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.29) —I move: (91) Clause 633, page 463, lines 23 to 26, omit the clause, substitute the following clause: Acquisitions permitted by regulations or by the Commission ``633. Section 615 does not apply in relation to: (a) an acquisition of shares made in a prescribed manner or in prescribed circumstances; (b) without limiting the generality of paragraph (a) of this section, an acquisition of shares in a prescribed company; or (c) an acquisition of shares made with the Commission's written approval.''. This amendment provides greater flexibility in the administration of the takeover provisions by enabling share acquisitions in prescribed companies to be exempted from the operation of clause 615. The prescription of a company can be made by reference to matters including membership of the class or by reference to a particular attribute. This provision will enable, for example, previous exemptions granted in some States to building societies under the cooperative scheme to be continued. Amendment agreed to. Clause, as amended, agreed to. Clauses 634 to 658-by leave-taken together, and agreed to. Clause 659 (Registration of notices of variation). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.30) —I move: (92) Clause 659, page 478, line 17, omit ``section'', substitute ``Division''. This amendment corrects a typographical error. It places the reference to `section' in clause 659 (2) (a) with a reference to `division'. The present reference to `section' is inappropriate because the proposed variation referred to in clause 659 (2) (a) is permitted by other provisions of the division-that is, division 5 of part 6.3. Amendment agreed to. Clause, as amended, agreed to. Clauses 660 to 668-by leave-taken together, and agreed to. Clause 669 (Definitions). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.31) —I move: (93) Clause 669, page 484, line 33, after ``contained in'' insert ``, or that it is proposed to insert, as the case requires,''. The amendment is a drafting change to the definition of what are called takeover approval provisions in clause 671. The amendment adds a reference to provisions which are proposed to be inserted in the companies constitution. This is because the reference to takeover approval provisions in clause 671 includes provisions that are proposed to be inserted as well as those already contained in the companies constitution. Amendment agreed to. Clause, as amended, agreed to. Clauses 670 to 685-by leave-taken together, and agreed to. Clause 686 (Restriction on disposal of shares by offeror). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.32) —I move: (94) Clause 686, page 495, line 40, omit ``in'', substitute ``is''. This amendment corrects a typographical error in the first line of clause 68 (2) by replacing the incorrect reference to `in' with the correct word `is'. Amendment agreed to. Clause, as amended, agreed to. Clauses 687 to 697-by leave-taken together, and agreed to. Clause 698 (Offerees not to be given benefits except under takeover scheme or takeover announcement). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.32) —by leave-I move: (95) Clause 698, page 503, lines 25 to 40, omit subclause (3). (96) Clause 698, page 504, lines 12 to 30, omit subclause (6). The amendments delete deeming provisions in relation to offerors giving benefits to shareholders in the four months preceding a takeover offer or announcement without offering those benefits to all shareholders in the offer or announcement. Such deeming provisions could have produced unnecessarily harsh results. In the absence of the deeming provisions, contraventions of subsections 698 (2) and (5) will have to be proved by reference to the offeror's intentions, inferences about which may be drawn where appropriate from relevant conduct. Mr ROCHER(Curtin)(9.34) —I accept the Attorney-General's assurance that these deeming provisions are not required. I am not sure what replaces them, or indeed whether anything in the Bill needs to replace them. There may be an unintended consequence of omitting subclauses (3) and (6) of clause 698 because the numerical sequence of the other clauses in the Bill will be upset. I wonder whether it would not be a good idea for the Attorney-General also to move an amendment to renumber the subclauses in the clause right now. Amendments agreed to. Clause, as amended, agreed to. Mr Rocher —In relation to clause 698 as amended-- The DEPUTY CHAIRMAN —Order! It has been agreed to. Mr Rocher —I am trying to be helpful. Could I suggest that there is nothing to stop the Attorney-General moving an amendment in the next sequence if he is disposed to do so. It is crazy to have the legislation go through without numerically correct subclause numbers. If subclauses (3) and (6) are omitted from clause 698, a gap is left. Subclauses (1), (2), (4), (5) and (7) are left. I am inviting the Attorney-General to tidy it up while we are on the subject. Mr Lionel Bowen —That is part of the process. Clauses 699 to 709-by leave-taken together, and agreed to. Clause 710 (Substantial shareholder to notify company of changes in interests). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.36) —I move: (97) Clause 710, page 519, line 36, omit paragraph (a), substitute the following paragraph: ``(a) be in such form (if any) as is prescribed;''. This amendment will bring clause 710 into line with clause 709 (3) (a) in not necessarily requiring a form to be prescribed for the lodgment of notice of a change in substantial shareholding. Clause 710 (3) (a) presently requires a substantial shareholding form to be lodged in all circumstances prescribed. The proposed new paragraph 710 (3) (a) will be required only if a form is prescribed. The complexity of the present form has caused difficulties. Notice will still be required to be given even if a form is not prescribed. Mr MOORE(Ryan)(9.37) —This is one of the areas of change in the legislation. As a consequence of that it is worth spending a few moments on it. Currently, once a person reaches a 10 per cent shareholding he has an obligation to notify his shareholding on the prescribed form, which has some difficulties. Under section 260, I think it is, there are also tracer provisions which allow the corporate entity in a defensive situation to let loose section 260 to find out exactly who these people are and to see whether they are a collection of nominee companies. In the new Bill, the notification has dropped from 10 per cent to 5 per cent. As I understand it, the rather onerous form has been dropped to a very simple form of notifying that one is a holder of 5 per cent or over. The tracer provisions have been dropped. The consequences of that move are quite significant. First, the benefit of the tracer provisions is apparent when it is remembered that a large number of companies in Australia have been subject to pincer-type movements through nominee companies, both onshore and offshore, but more notable notably offshore, and bank nominees have been one of the more generous places to handle these operations. It has been possible to pass the 20 per cent limit through a variety of concoctions in this way, and I will identify some of the operations of Industrial Equity which have used devices that are totally within the letter of the law but may not be in the spirit of the law. The proposed change is to make 5 per cent equity the level at which one must notify the company of one's position. Taking away the tracer provisions does very little to improve the position of knowledge. The association between various shareholdings, especially dealing with foreign companies, can make this provision rather obscure. Therefore, on the whole I do not favour the knocking out of tracing provisions. They do have a benefit. I do not think that the notification of a 5 per centshareholding is terribly relevant these days. I refer the Attorney-General to the fact that in the late 1960s the AMPs of this world would buy only 5 per cent of the equity of a company. Today it is up to 20 per cent. Other institutions are moving in the same direction. In five years' time, it is reasonable to assume, that percentage will go higher. Notification of a 5 per cent shareholding seems to me to be fairly redundant as it relates to the sort of operation that the Attorney has in mind in this area. I favour the retention of 10 per cent. I think it will do away with some of the bookwork and some of the notifications. Maybe the form that companies were required to fill in was onerous and probably detracted in some respects. But the realities are that the shareholdings of institutions and the like will get larger rather than smaller. The general idea of dropping down to 5 per cent notification without tracing provisions seems to be out of kilter with the way in which investment trends in Australia are developing. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.41) —The matter that the honourable member for Ryan (Mr Moore) referred to is one that I have often been anxious to explore. I have some notes which might be of some assistance. They say that these changes ought to be considered in conjunction with reforms in the tracing procedure which remove the capacity of a company or shareholder to issue tracing notices and to confine the power to require disclosure of beneficial ownership. Tracing notices have been extensively used even for small transactions, and company resources previously expended in this area will be more readily available for more productive purposes. By lowering the substantial shareholder notification threshold information regarding significant holdings, the company will be available to the market without the need to resort to any tracing procedure which can be costly and capable of frustration. Disclosure of 5 per cent shareholdings will provide investors and potential investors with greater information on developments in a company's ownership, and such information may play a crucial role in investment or disinvestment decisions. The new requirement for notification of only one per cent incremental changes-previously any change-will assist in lowering the paper burden for companies. Notification procedures have been simplified and notification will no longer be required to be in accordance with the prescribed form. The 5 per cent notification threshold already applies in the United Kingdom and the United States and is included in the proposed New Zealand legislation. I understand that what the honourable member for Ryan is concerned about is the tracing procedure. I often thought that it would not be too difficult at the time of disclosure to also indicate for whom the ownership was held. I think it is a matter that companies might look at. It obviously has been considered. It would appear that they think they are reducing the paperwork, but the honourable member for Ryan is more interested in keeping the tracing provisions. Mr MOORE(Ryan)(9.44) —I suspect that the argument about the cost of tracing is fairly illusory. All companies at every board meeting manage to trot up for the benefit of directors all the significant shareholdings and all significant share movements since the last meeting. That is a common practice. To say that it will be a great cost to the companies is a lot of nonsense. I do not subscribe to that. It seems to me that in these days, when corporations pay an enormous amount of attention to their shareholdings, a 5 per cent notification threshold might give more joy to the directors of major companies than does the 10 per cent. The cost involved is neither here nor there. Amendment agreed to. Clause, as amended, agreed to. Clause 711 (Person who ceases to be substantial shareholder to notify company). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.45) —I move: (98) Clause 711, page 520, line 23, omit paragraph (a), substitute the following paragraph: ``(a) be in such form (if any) as is prescribed;''. This makes the same change to clause 711 as does amendment (97) to clause 710. Amendment agreed to. Clause, as amended, agreed to. Clause 712 to 720-by leave-taken together, and agreed to. Clause 721 (Request by person to whom notice given). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.46) —I move: (99) Clause 721, page 524, line 19, omit ``give'', substitute ``given''. This amendment corrects a typographical error and replaces the incorrect reference to `give' quoted in the second line of clause 721 (2) with `given'. Amendment agreed to. Clause, as amended, agreed to. Clauses 722 to 749-by leave-taken together, and agreed to. Clause 750 (Part A, B, C and D statements). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.47) —by leave-I move: (100) Clause 750, page 549, line 18, omit ``-particulars'', substitute ``, the statement shall set out particulars''. (101) Clause 750, page 557, line 20, omit ``-particulars'', substitute ``, the statement shall set out particulars''. Amendment (100), to clause 750, is a minor drafting change to clause 13 of the Part A statement prescribed under clause 750. The clause now explicitly states that the Part A statement is required to set out the particulars of directors' agreements, to which clause 13 applies. Amendment (101), to clause 750, makes the same minor drafting change to clause 10 of the Part C statement prescribed under clause 750-the same amendment that amendment (100) makes to clause 13 of the Part A statement. Amendments agreed to. Clause, as amended, agreed to. Clauses 751 to 775-by leave-taken together, and agreed to. Clause 776 (Securities exchanges to provide assistance to Commission). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.48) —I move: (102) Clause 776, page 574, line 26, omit ``Part'', substitute ``Chapter''. The amendment corrects a typographical error and replacing the incorrect reference to `Part' in clause 776 (3) with a correct reference to `Chapter'. A person will be authorised for the purposes of any provision of Chapter 7-Securities, not just those in relation to Part 7.2-Securities Exchanges. Amendment agreed to. Clause, as amended, agreed to. Clauses 777 and 778-by leave-taken together, and agreed to. Clause 779 (Qualified privilege in respect of disciplinary proceedings). Mr LIONEL BOWEN —(Kingsford-Smith-Attorney-General) (9.49)-I move: (103) Clause 779, page 576, line 6, omit ``exchange'', substitute ``Exchange''. Again this corrects a typographical error in clause 779(3), to use the proper drafting expression `Exchange'-with a capital `E' instead of a lower case `e'. Amendment agreed to. Clause, as amended agreed to. Clause 780 agreed to. Clause 781 (Investment advisers). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.49) —I move: (104) Clause 781, page 578, line 4, omit ``dealer'', substitute ``investment adviser''. The amendment corrects a drafting error in clause 781(4). The provision deals with investment advisers, and the incorrect reference to an exempt `dealer' is replaced with the correct reference to an exempt `investment adviser'. Amendment agreed to. Clause, as amended agreed to. Clauses 782 to 784-by leave-taken together, and agreed to. Clause 785 (Effect of certain provisions). Mr LIONEL BOWEN —(Kingsford-Smith-Attorney-General) (9.50)-I move: (105) Clause 785, page 579, line 25, before ``837'' insert ``836,''. This amendment corrects a drafting error in clause 785(1) by adding a further cross-reference to clause 836. Clause 785 makes the grant of a licence subject to the provisions for which a licence may be removed or should not be granted in the first place. Clause 836 provides that a person shall not be granted a licence if he or she is subject to a banning order. Amendment agreed to. Clause, as amended, agreed to. Clause 786 (Conditions of licence). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.51) —I move: (106) Clause 786, page 581, line 11, omit ``(c)'', substitute ``(b)''. This amendment corrects a drafting error in clause 786 (7). It replaces the reference to paragraph (1) (c) with the correct reference to paragraph (1) (b) as there is no paragraph (1) (c). Amendment agreed to. Clause, as amended, agreed to. Clauses 787 to 799-by leave-taken together, and agreed to. Proposed new clause 799A. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.53) —I move: (107) After clause 799, page 585, insert the following new clause: Client may apply to Court for partial rescission ``799a. (1) If the client gives a notice under section 798 but the notice does not rescind the agreement because rescission of it would prejudice a right or estate of the kind referred to in section 799, the client may, within a reasonable period after giving notice, apply to the Court for an order under subsection (4) of this section. ``(2) The Court may extend the period for making an application under subsection (1). ``(3) If an application is made under subsection (1), the Court may make such orders expressed to have effect until the determination of the application as it would have power to make if the notice had rescinded the agreement under section 799 and the application were for orders under section 800. ``(4) On an application under subsection (1), the Court may make an order: (a) varying the agreement in such a way as to put the client in the same position, as nearly as can be done without prejudicing such a right or estate acquired before the order is made, as if the agreement had not been entered into; and (b) declaring the agreement to have had effect as so varied at and after the time when it was originally made. ``(5) If the Court makes an order under subsection (4), the agreement shall be taken for the purposes of section 800 to have been rescinded under section 799. ``(6) An order under subsection (4) does not affect the application of section 802 or 804 in relation to the agreement as originally made or as varied by the order.''. The new clause provides in effect for court assisted partial rescission of contracts with unlicensed dealers. Under clause 799, a notice of rescission given to a client has the effect of rescinding the agreement unless the rescission would prejudice third party rights. Third party rights might, however, relate to only part of the agreement but the client will be prevented from rescinding any part of the agreement. New clause 799A has accordingly been inserted to enable a client, in effect, to obtain partial rescission of the agreement. Proposed new clause agreed to. Clauses 800 to 812-by leave-taken together, and agreed to. Clause 813 (Disclosure to client by representative). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.53) —by leave-I move: (108) Clause 813, page 590, lines 3 to 22, omit subclause (1). (109) Clause 813, page 590, line 29, omit subclause (3). These amendments delete clause 813 (1) and clause 813 (3). The Australian Stock Exchange made representations to the Government indicating that the requirements imposed by clause 813 (1) would cause inconvenience in the conduct of telephone business and in practice there would be few benefits. As a result of those representations we have re-examined the need for the effectiveness of the requirements of clause 813 (1) and as a result of the re-examination this part of the clause has been deleted. Clause 813 (3) is therefore unnecessary and has also been deleted. Mr MOORE(Ryan)(9.54) —Does the omission of most of clause 813 mean that the disclosure element is now limited to purely a verbal disclosure by the representative to the client at the time of contact or does it return to the present situation where there is no real need to do that? If there is a necessity, who will vouch for it? Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.54) —Clause 813 (1) and (3) have been deleted on the basis that that would leave us with only clause 813 (2), which says: A person (in this subsection . . .) shall not do as a representative of another person . . . an act by virtue of which the principal deals in securities with a non-dealer on the principal's own account unless the representative had informed the non-dealer that the principal is acting in the transaction as the principal and not as agent. Clause 813 (1) says that a person shall not do as a representative of another person acts including accepting instructions, dealing in securities, giving advice et cetera unless there has been some information. In terms of what we discussed earlier, I think this has obviously come from a stockbroker and on that basis it is felt that this is an onerous position. As we said earlier, we think that liability would cover any representative that they have. Mr MOORE(Ryan)(9.56) —One of the problems with having 36 faceless men is that when one puts a proposition to a senior partner of a Melbourne stockbroking firm which requires that all of his representatives tell their clients what they must pay in commission and, in accordance with the Attorney's original proposition, confirm it in writing, it is no wonder that he comes back and recommends that they all be dropped. As I read the legislation, all that one has to tell one's client, as one is currently required to do under the stock exchange regulations, is that if one is dealing as principal one cannot charge brokerage. That is what we get back to. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.57) —This shows, does it not, that we are not dealing with faceless men. In fact, I remember appearing in front of a Melbourne stock exchange group which was anxious to tell me that this legislation was burdensome for all sorts of reasons which we did not necessarily accept. One of those reasons was that we did have a requirement that they immediately had to write a letter about any instructions that were given over the phone. I thought we ought to try to streamline that requirement to some extent. I do not think the amendment will weaken the situation. The honourable gentleman just wants them to disclose commissions and matters of that nature. But, basically the stock market is a market which functions on integrity. Mr Moore —Commissions are not disclosed in contracts. Mr LIONEL BOWEN —I would think the honourable gentleman might give us a little bit of credit for the representations that we have had with the stock exchange and not one of the faceless men. Amendments agreed to. Clause, as amended, agreed to. Clauses 814 to 816-by leave-taken together, and agreed to. Clause 817 (Conduct engaged in as a representative). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.58) -This is a terrific amendment which removes a comma. I move: (110) Clause 817, page 592, line 39, omit ``person,'', substitute ``person''. Amendment agreed to. Clause, as amended, agreed to. Clauses 818 to 823-by leave-taken together, and agreed to. Clause 824 (Power to revoke, without a hearing, licence held by natural person). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(9.59) —I move: (111) clause 824, page 596, lines 35 and 36, omit paragraph (d). I might indicate that the same reasoning given to this amendment applies to the next two amendments. The effect of these amendments is to oblige the Australian Securities Commission (ASC) to give a licensee an opportunity for a hearing before revoking the licence on the grounds of contravention of clauses 791, 792 or 860-that is, dealing with lodgment of accounts, et cetera. Australian stock exchanges made representations to the Government drawing attention to an anomaly in the existing legislation. This anomaly is that clauses 824 (d) and 825 (c) give the Commission power to revoke a licence without a hearing if the licensee contravenes a condition of a licence existing by virtue of clauses 791, 792 or 860. However, in the case of non-compliance with other conditions of a licence or contravention of relevant provisions of the Bill, the ASC is obliged to give the licensee and opportunity for a hearing before deciding to revoke the licence. I might add that clauses 825 and 826 have also been amended to rectify this anomaly. Of course, the same explanation will relate to the amendments which I will move later. Amendment agreed to. Clause, as amended, agreed to. Clause 825 (Power to revoke, without a hearing, licence held by body corporate). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.00) —I move: (112) Clause 825, page 597, lines 2 and 3, omit paragraph (c). I have already given an explanation as to this amendment. Amendment agreed to. Clause, as amended, agreed to. Clause 826 (Power to revoke licence after a hearing). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.01) —I move: (113) Clause 826, page 597, lines 17 and 18, omit ``, other than a condition existing by virtue of section 791, 792 or 860''. The same reason lies behind this amendment. Amendment agreed to. Clause, as amended, agreed to. Clauses 827 to 839-by leave-taken together, and agreed to. Clause 840 (Effect of previous orders under laws corresponding to section 838). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.02) —I move: (114) Clause 840, page 603, at the end of the clause add the following subclause: ``(3) The effect that the order has by force of subsection (2) is in addition to, and does not prejudice, its effect otherwise than by force of that subsection.''. This amendment is a drafting clarification of the effect of orders under clause 840. It ensures that orders given previously have full application. Amendment agreed to. Clause, as amended, agreed to. Clauses 841 to 843-by leave-taken together, and agreed to. Clause 844 (Dealer to give priority to clients' orders). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.03) —by leave-I move: (115) Clause 844, page 606, line 42, omit ``eligible''. (116) Clause 844, page 607, line 8, omit ``dealer'', substitute ``client concerned''. Amendment (115) corrects a drafting error in clause 844 (2). The amendment omits the reference to `eligible' securities. The correct reference is simply `securities', which is an expression used elsewhere in clause 844. Amendment (116) also corrects a drafting error. It replaces a reference in clause 844 (3) (a) to `dealer' with a reference to `client concerned'. It is clear from the context of clause 844 (3) (a) that the instructions are coming from the client to the dealer and not from a dealer to a dealer. Amendments agreed to. Clause, as amended, agreed to. Clause 845 agreed to. Clause 846 (Short selling). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.03) —I move: (117) Clause 846, page 608, line 20, omit ``unconditional'', substitute ``conditional''. This amendment corrects a typographical error in clause 846 (2) (b). It replaces `unconditional' with `conditional'. It is clear that in the context of the provision it is referring to circumstances in which the right would be conditional because of the charge or pledge in favour of another. Amendment agreed to. Clause, as amended, agreed to. Clauses 847 and 848-by leave-taken together, and agreed to. Clause 849 (Client to be told if adviser's interests may influence recommendation). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.04) —I move: (118) Clause 849, page 611, lines 38 to 42, omit subclause (4). This amendment deletes subclause 849 (4) which requires the securities adviser to confirm in writing any interests disclosed orally to the client. The Australian Stock Exchange made representations to the Government drawing attention to the practical difficulties surrounding the requirement to confirm in writing, particularly in relation to telephone business. To avoid these practical difficulties, subclause 849 (4) has been deleted. However, the requirement to disclose interests when making oral recommendations will remain. Amendment agreed to. Mr TIM FISCHER(Farrer)(10.05) —Presumably, the numbering that will follow from that deletion will be altered automatically under the procedures pertaining to the Committee. Mr Lionel Bowen —That is correct. This was raised earlier. Clause, as amended, agreed to. Clause 850 (Defence to alleged breach of subsection 849 (2) ). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.06) —by leave-I move: (119) Clause 850, page 612, line 21, omit ``Defence'', substitute ``Defences''. (120) Clause 850, page 612, at the end of the clause add the following subclauses: ``(2) Where: (a) a dealer or investment adviser, or a representative of a dealer or investment adviser: (i) when making a recommendation orally, fails to disclose; or (ii) when making a recommendation in writing, fails to set out in that writing; as required by subsection 849 (2), particulars of a matter; (b) in the case of a representative of a dealer or investment adviser-by making the recommendation, the representative does an act as a representative of the dealer or investment adviser; (c) it is proved that the dealer or investment adviser had in operation, throughout a period beginning before the decision to make the recommendation was made and ending after the recommendation was made, arrangements to ensure that: (i) the natural person who made the decision knew nothing about the matter before the end of that period; and (ii) no advice with respect to the making of the recommendation was given to the person by anyone who knew any-thing about that matter; and (d) it is also proved that: (i) the person in fact knew nothing about that matter before the end of that period; and (ii) no such advice was so given; the failure is not a contravention of that subsection. ``(3) Neither of subsections (1) and (2) limits the generality of the other.''. The amendments provide an additional defence to a possible breach of clause 849 (2). Doubts have been expressed that companies and firms operating Chinese walls-despite the defence currently offered by clause 850-may still be in breach of clause 849. `Chinese wall' is a term used to describe a set of internal rules and procedures established by a firm for the purpose of preventing sensitive information known to one part of the firm from being communicated to other parts of the firm. The problem has been overcome in effect by expressly referring to Chinese walls in the defence provision. It will mean that anyone, including directors or partners, who is enclosed by an adequate Chinese wall will not have to disclose interests of associates, et cetera, on the other side of the wall. Mr MOORE(Ryan)(10.07) —The provision that the Attorney referred to as the Chinese wall is one of the more fascinating provisions in the financial community. It comes about through the development in Australia of stockbroking firms, dealing with just a few shares, to the money market, to acquisitions to a corporate division and, ultimately, to institutional shareholdings-and the division between institutional broking business and personal broking business. I think that the broking community has a right to make judgments on what these days are fashionably called Chinese wall agreements. Nevertheless, in some cases, such as the Patrick Partners case of years ago, it is very difficult to say that some people knew and some people did not. Nothing has happened since the Patrick Partners case that has made some aspects of the Chinese wall any more secure. While I fully understand the approach of people who operate in the financial markets to attempt to divisionalise, to keep separate records and to keep things apart-indeed, many London merchant banks and American banks go to enormous lengths to keep their various divisions apart-we must remember that ultimately, in all these things the piper calls the tune and, therefore, the ownership of these concerns must have some ultimate responsibilities, including those of policy setting. While I have great sympathy for and understand this completely, I think that the partners of a stockbroking firm or, as is the case these days, the directors and proprietors of corporations which own broking merchant banking money market arms will be increasingly hard put, in the one house, to defend the Chinese wall position. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.09) —The honourable gentleman raises an issue which is of concern but, as I understand the practicalities, firms are getting so large now that they really do not know what one partner might be dealing with; indeed, it could be on the other side of the fence from what another partner is dealing with. That is happening in legal firms these days. There is a proliferation of firms which have many hundreds of partners acting for clients and who perhaps find themselves in the end acting against each other. It is one of the difficulties which have arisen. I can see that there are difficulties, but nobody is suggesting that we can reduce their size in the event of a conflict of interest. Disclosure was, and still would be, the normal course to take, except if there is an entitlement to raise a defence. There is an entitlement to raise a defence-it is not an excuse-if it can be proved that there should have been disclosure of these matters. Mr MOORE(Ryan)(10.10) —I refer to what occurred in America when the anti-trust laws got under way. That country is far bigger than Australia and the companies involved are bigger. I refer, for example, to the J. Pierpont Morgan empire. He was instructed to separate his investment arm from his general banking arm. So there was Morgan Guaranty down the road, Morgan Stanley up the road and there was also a third wing. Those wings were very clearly defined on the basis of the decision made in those days on the anti-trust law. I do not think that we have reached anywhere near that stage in Australia. We are seeing that some major international banks are now significant shareholders in Australian banks, merchant banks or brokers. They have different ideals and different business principles. In the days of partnerships there was a sense of great personal responsibility, both in a commercial sense and in a personal standing sense. These days that is not so. As those personal responsibility levels fall and corporate involvement rises, one must look at the question of real commercial responsibility. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.12) —The honourable member for Ryan (Mr Moore) is quite right to talk about responsibility. In fact, clause 849 states that a client must be told. That is the responsibility. Clause 850 deals with the defence to an alleged breach. It states: . . . the person was not, and could not reasonably be expected to have been, aware of that matter when making the recommendation . . . Because of the great increase in size of firms, they may decide to establish internal rules and procedures which prevent sensitive information from one part of the firm becoming known to the another. So the defence position is dealt with in that clause. There ought to be a clear understanding that there is not an exemption. If it is proved that a person could not reasonably be expected to have been aware of a matter, that is a defence to what would have been an offence under clause 849. The honourable member is right to raise the matter. He is virtually saying that the responsibility ought to be to ensure that information is available throughout the whole firm. It should be known if the firm is supposed to have set up procedures to guarantee compartmental arrangements so that information would not be passed from one part of the firm to another. It is very difficult. I accept what the honourable member said. We are basically dealing with an opportunity for a person to say, `I couldn't reasonably be expected to have been aware because my firm has this arrangement'-it ought to be able to prove this-`for rules and procedures which prevent information from one part of the firm being made available to the other parts of the firm. Therefore, I was not aware of something which another part of the firm knew about'. It is a defence to the requirement that a client be told of an adviser's interest. That is the way in which it has been drafted. Amendments agreed to. Clause, as amended, agreed to. Clause 851 (Adviser must have reasonable basis for recommendation). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.15) —I move: (121) Clause 851, page 613, at the end of the clause add the following subclause: ``(3) A person who contravenes subsection (1) is not guilty of an offence.''. This amendment provides that a breach of clause 851 is not a criminal offence. The amendment rectifies an oversight in the legislation as it was not intended to impose criminal liability. Clause 851 will now correspond with section 65a of the Securities Industry Act in this respect. Amendment agreed to. Clause, as amended, agreed to. Clause 852 (Adviser who breaches this Division liable to compensate client). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.15) —I move: (122) Clause 852, page 613, lines 8 to 19, omit the clause, substitute the following clause: Adviser who breaches this Division liable to compensate client ``852. (1) This section applies where: (a) a securities adviser contravenes section 849 or 851 in relation to a securities recommendation to a person (in this section called the `client'); (b) the client, in reliance on the recommendation, does, or omits to do, a particular act; (c) it is reasonable, having regard to the recommendation and all other relevant circumstances, for the client to do, or omit to do, as the case may be, that act in reliance on the recommendation; and (d) the client suffers loss or damage as a result of that act or omission. ``(2) Subject to subsections (3) and (4), the securities adviser is liable to pay damages to the client in respect of that loss or damage. ``(3) In the case of a contravention of section 849, the securities adviser is not so liable if it is proved that a reasonable person in the client's circumstances could be expected to have done, or omitted to do, as the case may be, that act in reliance on the recommendation even if the securities adviser had complied with that section in relation to the recommendation. ``(4) In the case of a contravention of section 851, the securities adviser is not so liable if it is proved that the recommendation was, in all the circumstances, appropriate having regard to the information that, when making the recommendation, the securities adviser had about the client's investment objectives, financial situation and particular needs.''. This amendment deletes clause 852 and replaces it with a new provision that requires a more appropriate causal connection between the damages a client suffers and the breach of clause 849 or 851 as the case may be. Some commentators on clause 852 drew attention to the lack of a causal connection between the breach of 849 or 851 and the damage a person can claim against the securities adviser who breached that provision. This problem also existed with section 65a of the Securities Industry Act, the predecessor of clause 852. This new clause requires a causal connection through the mechanism of providing the securities adviser with a defence to a claim for damages if the adviser can show no causal connection exists. Amendment agreed to. Clause, as amended, agreed to. Clauses 853 to 857-by leave-taken together, and agreed to. Clause 858 (Removal and resignation of auditors). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.17) —by leave-I move: (123) Clause 858, page 619, line 23, omit ``dealer'', substitute ``licensee''. (124) Clause 858, page 620, lines 4 and 5, omit ``and to any order of the Court under subsection (7)''. (125) Clause 858, page 620, lines 17 to 21, omit subclause (7). Amendment (123) to clause 858 makes a minor drafting correction by replacing `dealer' with `licensee'. This will make the wording consistent with the rest of the clause, which refers to licensees rather than dealers. In amendments (124) and (125), subclause 7 is being omitted so as to remove the right of an aggrieved person to appeal to the court. An aggrieved person will have the right to apply to the Administrative Appeals Tribunal under new part 9.4a of the Bill for review of the decision by the Australian Securities Commission to refuse consent to the removal or resignation of an auditor of a securities dealer. Amendment (124) is a consequential amendment to subclause (5) 95. Amendments agreed to. Clause, as amended, agreed to. Clauses 859 to 898-by-leave-taken together, and agreed to. Clause 899 (Payment to the credit of the fidelity fund of a futures exchange or futures association). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.18) —I move: (126) Clause 899, page 636, line 34, omit ``8.7'', substitute ``8.6''. This amendment changes an incorrect reference to part 8.7, the offence provisions in the futures chapter, to a correct reference to part 8.6, the fidelity fund provisions in the futures chapter. Amendment agreed to. Clause, as amended, agreed to. Clauses 900 to 905-by leave-taken together, and agreed to. Clause 906 (Investment of fund). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.19) —I move: (127) Clause 906, page 640, line 40, omit ``law'', substitute ``a law in force in a State of Territory''. The amendment makes a minor drafting change so that reference to investment of excess money in a fidelity fund in any way in which trustees are for the time being authorised by law to invest has been expanded to refer specifically to a law in force in a State or Territory. Amendment agreed to. Clause, as amended, agreed to. Clauses 907 to 919-by leave-taken together, and agreed to. Clause 920 (Interpretation). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.20) —I move: (128) Clause 920, page 649, line 19, omit ``Board of'', substitute ``board of''. This amendment is purely a drafting correction. It changes the capital `B' in `Board' to a lower case `b'. Amendment agreed to. Clause, as amended, agreed to. Clauses 921 to 948-by leave-taken together, and agreed to. Clause 949 (Claim by selling dealer in respect of default by buying dealer). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.21) —I move: (129) Clause 949, page 665, line 19, omit ``2'', substitute ``2 or''. The amendment inserts the word `or', which was inadvertently omitted. Without it, clause 949 (2) does not make sense. Amendment agreed to. Clause, as amended, agreed to. Clause 950 (Claim by buying dealer in respect of default by selling dealer). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.22) —I move: (130) Clause 950, page 666, line 7, omit ``to''. This amendment removes the unnecessary word `to', which makes clause 950 (1) (a) a nonsense. Amendment agreed to. Clause, as amended, agreed to. Clauses 951 to 964-by leave-taken together, and agreed to. Clause 965 (Ordering of alternative claims and prevention of double recovery). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.23) —I move: (131) Clause 965, page 675, line 13, omit ``a'' (second occurring). This amendment corrects a typing error. The second occurring `a' has been inserted in error. That is the reason for the amendment. Amendment agreed to. Clause, as amended, agreed to. Clauses 966 to 972-by leave-taken together, and agreed to. Clause 973 (Application of Fund in respect of certain claims). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.23) —by leave-I move: (132) Clause 973, page 678, line 42, after ``subsection'' insert ``or paragraph''. (133) Clause 973, page 679, after subparagraph (3) (a) (i) insert the following subparagraph: ``(ia) decides that it is not practicable for SEGC to obtain, or to obtain within a reasonable time, securities for the purpose of complying with paragraph 960 (2) (a) in relation to a claim; or''. (134) Clause 973, page 679, after subparagraph (3) (b) (i) insert the following subparagraph: ``(ia) complying with paragraph 960 (2) (a) in relation to the claim; or''. (135) Clause 973, page 679, lines 19 and 20, omit subclause (4). These amendments make minor drafting changes. Clause 973 was meant to apply in relation to claims under division 7, part 10. However, appropriate references were omitted from the clause. Therefore, the amendments insert those references. Amendments agreed to. Clause, as amended, agreed to. Clauses 974 to 981-by leave-taken together, and agreed to. Clause 982 (SEGC may enter into contracts of insurance and or indemnity). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.24) —I move: (136) Clause 982, page 682, line 13, omit ``, in its discretion,''. This amendment removes unnecessary words. The phrase `in its discretion' is redundant, as this is implied by the use of the word `may' immediately preceding the phrase. Amendment agreed to. Clause, as amended, agreed to. Clauses 983 to 1005-by leave-taken together, and agreed to. Clause 1006 (Civil liability for false or misleading statement in, or omission from, prospectus). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.25) —by leave-I move: (137) Clause 1006, page 697, lines 35 to 38, omit paragraph (f), substitute the following paragraphs: ``(f) a person named, with the consent of the person, in the prospectus as a stockbroker, sharebroker or underwriter of the corporation or for or in relation to the issue or proposed issue of securities; (fa) a person named, with the consent of the person, in the prospectus as an auditor, banker or solicitor of the corporation or for or in relation to the issue or proposed issue of securities;''. (138) Clause 1006, page 697, line 41, omit ``or (f)'', substitute ``, (f) or (fa)''. The effect of these amendments will be to modify the liability of auditors, bankers, solicitors and other advisers named in a prospectus so that they will bear more appropriate liability for the function they perform in relation to a prospectus. Clause 1006 requires persons responsible for a prospectus, including professional advisers named with their consent in a prospectus, to compensate subscribers who suffer loss as a result of a misleading or deceptive prospectus. As a result of these amendments, auditors, bankers, solicitors and other advisers named in a prospectus will bear liability for matters for which they are responsible in the prospectus or for statements they make in the prospectus. The liabilities of underwriters, stockbrokers and sharebrokers have not been similarly limited because they are in practice intimately involved in the structuring and preparation of a prospectus. However, these persons will continue not to be liable for any information supplied by directors or company officers on which they have reasonably relied. Mr MOORE(Ryan)(10.27) —This amendment represents a quite significant change from the original and, of course, reflects the 36 faceless men. They have a healthy dose of self-interest in this area as they are the ones who were very heavily involved in the provision of advice and, therefore, would have been more harshly treated under the original proposal than they would be under these amendments. I am not surprised that they put them up. I mentioned earlier in the debate the predicament one has in an underwriting agreement and a prospectus. Underwriting agreements always have a number of out clauses in them which provide the brokers or underwriters with their ultimate recourse in the case of some form of catastrophe. We saw many examples in the post-19 October crash of those out clauses being used by underwriters in relation to proposed issues. As I read this amendment, a large number of expert advisers have limited their exposure to liability under the legislation, whereas before they appear to have had a more general responsibility. If that is the case, I can well understand it. However, it does not hang together too well to see the experts watering down their direct responsibilities at the same time as we have prospectuses being taken away from the purview of the relevant commission-either the National Companies and Securities Commission or the proposed new Commission. On the one hand we are saying, `Do not worry about having reviews of the prospectus because, to quote one of the people involved, we are such a small club, we know each other and would not do the wrong thing'. On the other hand we are saying that those provisions are too hot and we will have to cut them down a bit. The amendment is an attempt to have it both ways, and the Government has modified its position in relation to this matter. I only point to the fact that the Attorney-General must have been advised by a very small group of people. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.29) —I do not think that that is necessarily the case. Let me make the point that the business community, with whom the honourable member for Ryan (Mr Moore) usually agrees, acts with some integrity. The difficulty the business community has had has been the necessity for registration of the Part A statements and matters of that nature which it felt were difficult to get through in time. After all, the business community still felt a responsibility because it gave professional advice that people would rely on. The people vetting these prospectuses were not necessarily looking at the issue in relation to the professionalism of the advice. This Bill was drafted on the basis that when a prospectus was issued and there was no vetting arrangement, there would be a liability in the prospectus. I think the explanation here is that whilst a prospectus might cover a number of experts, whether they be solicitors or geologists or whatever, they would all make their own contribution to that prospectus. The DEPUTY CHAIRMAN(Mr Cowan) —Order! It being 10.30 p.m., I shall leave the chair and report progress. Progress reported. Mr DEPUTY SPEAKER(Mr Leo McLeay) —Order! It being 10.30 p.m., I propose the question: That the House do now adjourn. Mr Lionel Bowen-I require the question to be put forthwith without debate. Question resolved in the negative. Consideration resumed. Mr LIONEL BOWEN —I was making the point that the clause, as drafted, provided for complete liability with respect to the prospectus and one could not then avoid that liability, even though the contribution by a professional adviser was completely valid but was some mis-information or disinformation, for example, by another part of the professional aspect of the prospectus. The amendment provides that one will bear liability for the professional advice that one gives in the prospectus, but one does not bear liability for someone else's mistake. I think that that has some reasonableness in it. After all, people who read a prospectus rely on the information that is given. Honourable members will notice that we have done a fair bit of this also in the Trade Practices Act with respect to architects and engineers. They are able to limit their liability on the basis that they do not want to be liable for anything other than the advice that they give. I can understand that, if someone suffers damage, something must have gone wrong with some part of the prospectus. It does not prevent a person from making a claim; it simply prevents everybody involved in the prospectus from being liable, rather than limiting it to the actual part that was defective. Amendments agreed to. Clause, as amended, agreed to. Clauses 1007 and 1008-by leave-taken together, and agreed to. Clause 1009 (Liability of experts). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.33) —by leave-I move: (139) Clause 1009, page 699, lines 26 and 27, omit subclause (1), substitute the following subclause: ``(1) In this section, `expert', in relation to a prospectus in relation to securities of a corporation, includes: (a) a person named, with the consent of the person, in the prospectus as an auditor, banker or solicitor of the corporation or for or in relation to the issue or proposed issue of securities; and (b) a person named, with the consent of the person, in the prospectus as having performed or performing any professional or advisory capacity (other than a capacity mentioned in paragraph (a) or the capacity of a stockbroker, sharebroker or underwriter) for the corporation or for or in relation to the issue or proposed issue of securities.''. (140) Clause 1009, page 699, line 28, omit ``to whom this section applies'', substitute ``referred to in paragraph 1006 (2) (e), (f), (fa) or (g)''. (141) Clause 1009, page 699, line 35, omit ``to whom this section applies'', substitute ``referred to in paragraph 1006 (2) (e)''. The effect of these amendments, together with the amendments to clause 1006, will mean that auditors, bankers, solicitors and other professional advisers, except for underwriters and brokers, will bear a similar liability for defective prospectuses as experts. The purpose of the amendments is to differentiate the liability to be borne by auditors, bankers, solicitors and other advisers from the liability to be borne by underwriters, stockbrokers and sharebrokers. Mr ROCHER(Curtin)(10.34) —Proposed new subclause (1) looks a bit clumsy in that it provides: In this section, `expert', in relation to a prospectus in relation to securities of a corporation . . . It then goes on to deal with the specifics mentioned by the Attorney-General. I can imagine a barrister having fun with that wording. I do not suppose that it is grammatically incorrect, but it certainly does not conform with the Attorney-General's description of this legislation as simple or easy to understand. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.34) —I do not know that I said that it was simple. I can understand the honourable member feeling that there are too many `relations' in that clause, but I am not prepared to remove them. I do not think that the wording does any harm, because it refers to `in relation to a prospectus in relation to securities'. Amendments agreed to. Clause, as amended, agreed to. Clause 1010 (Liability of persons named in prospectus etc.). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.35) —by leave-I move: (142) Clause 1010, page 700, line 9, omit ``or (g)'', substitute ``, (fa) or (g)''. (143) Clause 1010, page 700, line 20, omit ``or (g)'', substitute ``, (fa) or (g)''. Amendment (142) alters clause 1010 (1) and is consequential upon amendment (137), which places auditors, bankers, solicitors, et cetera, in a separate category of liability under clause 1009. The amendment enables those advisers to continue to take advantage of the additional defence they presently have under clause 1010 where they need take liability for only that part of the prospectus they have been involved in. Amendment (143) alters clause 1010 (2) and it is consequential upon amendment 137, which places auditors, bankers, solicitors, et cetera, in a separate category. It makes the same amendment to clause 1010 (2) as the previous amendment, (142), made to clause 110 (1). Mr MOORE(Ryan)(10.36) —I presume that one of the unintended consequences of this for prospectuses is going to be that there will be quite a contest between those who want things in and those who want things out of the prospectus. Because if we take what these say now-there was a general responsibility for a prospectus-we have a particular responsibility. So we have to prove whether a banker, solicitor, geologist or whoever is responsible when something goes wrong. As a consequence of that, if I was advising someone in relation to a prospectus, I would want everything to do with my responsibilities well in it. On the other hand, as a broker and underwriter, or the company that will have to foot the bill for it, I would not want all this tripe in it. As a consequence, we now have a great propensity, as a result of these amendments, to produce prospectuses of considerable size, and the greatest beneficiary will be Australia Post. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.37) —It does mean that the individual experts will be identified in a prospectus. Amendments agreed to. Clause, as amended, agreed to. Clause 1011 (No liability for mistake etc. if reasonable precautions taken). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.37) —I move: (144) Clause 1011, page 700, line 25, omit ``, (g)''. Amendment (144) is consequential upon amendments (137), (139) and (140), which provide that professional advisers, except stockbrokers, sharebrokers and underwriters, will have the same liability as experts under clause 1009. The amendment removes the application of the defences clause, 1011, to this category of persons as they will now have the defences under clause 1009. Amendment agreed to. Clause, as amended, agreed to. Clauses 1012 to 1015-by leave-taken together, and agreed to. Clause 1016 (Holding companies etc.). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.38) —I move: (145) Clause 1016, page 703, lines 35 and 36, omit paragraphs (a) and (b), substitute the following paragraphs: ``(a) the form is attached to a copy of a prospectus; (b) a copy of the form, and the prospectus, have been lodged; and (c) if the prospectus is a registrable prospectus-the prospectus has been registered by the Commission under section 1020a.'; and''. Amendment (145) is consequential upon the introduction of clause 1020a regarding registrable prospectuses. It introduces a new paragraph 1016 (2) (c) to provide that if the prospectuses are registrable they must have been registered by the Australian Securities Commission under clause 1020a. Mr MOORE(Ryan)(10.38) —I do not wish to add anything, except to say that the heading of this division addresses itself to holding companies. Therefore, it is addressing one of the really problematical areas in the whole Bill. I do not quibble with the amendment; I just want to point out the constitutional position in relation to that part. Mr ROCHER(Curtin)(10.39) —I might be misreading the situation at this late hour, but the words proposed to be included with paragraph (c) finish with, `; and', and there is nothing after that. I wonder whether that is a small mistake that might have to be amended later. The DEPUTY CHAIRMAN(Mr Cowan) —Does the Attorney-General wish to respond? Mr Lionel Bowen —No. Amendment agreed to. Clause, as amended, agreed to. Clause 1017 (Exception). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.40) —I move: (146) Clause 1017, page 704, lines 7 to 10, omit the clause, substitute the following clause: Exceptions ``1017. (1) This Division does not apply in relation to: (a) an excluded issue of securities; (b) an excluded offer of securities for subscription or purchase; (c) an excluded invitation to subscribe for or buy securities; or (d) an issue or offer of, or invitation in relation to, securities of a prescribed registrable Australian corporation, being an issue, offer or invitation that is made or issued in the State or Territory in which the corporation is incorporated.''. Amendment (146) will enable regulations to be made which exempt from the operation of the prospectus provisions those registrable Australian corporations such as building societies, credit unions, cooperative societies and friendly societies which are presently exempt from the prospectus provisions of the various State and Territory companies codes. To reflect the position under the existing law, these bodies, however, will be exempt only in respect of securities offered in what is called their home jurisdiction. Mr MOORE(Ryan)(10.41) —This once again points to some of the deficiencies in this package. It is an area which the Attorney-General cannot get at. It is one of these areas in respect of which he has to go through the maze. He has to look for constitutional pegs and has failed to find one relating to building societies and friendly societies. If I were to quiz all honourable members about how many had accounts with building societies, I probably would find a majority. One of the great growth areas in investment deposits in Australia in the last 10 years has been building societies. Their influence is quite strong-to the extent that today building societies issue cheque books in their own name. They have, as a consequence of that, relationships with banks and therefore a relationship with a clearing system. That clearing system operates under the banking legislation in Australia. These are very substantial areas for which the Attorney-General has no constitutional power and he has admitted it. I point this out because of the Opposition's continuing doubt as to the constitutionality of his whole package. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.42) —Perhaps these bodies have been exempted because they are adequately controlled by State law. I do not see any problem with that. Mr Moore —I have not heard the Labor Party say that before. Mr LIONEL BOWEN —We are talking about the law. Mr Moore —I'm pointing out the difficulties you are facing. Mr LIONEL BOWEN —The honourable member has a habit of interjecting. All these matters come under State law. The States have adequate surveillance; they have inspectors; they have all the things that the honourable member would be worried about. They are exempt because they are adequately controlled. We allow building societies to issue cheques. The honourable member would not want his constituents not to have that advantage. We passed that law here. If the honourable member wants to get into that issue-we do not have a lot of time to debate it-we know this matter could well go to the High Court of Australia. But we are exempting them; so it would not go to the High Court. I want the honourable member to remember that these particular people have obligations under State law. Amendment agreed to. Clause, as amended, agreed to. Proposed new clause 1017a. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.44) —I move: (147) After clause 1017, page 704, insert the following clause: Registrable prospectuses ``1017A. (1) In this section: `approved unlisted corporation', in relation to securities, means an unlisted corporation that has been approved by the Commission in respect of those securities as a corporation that has established adequate arrangements to keep its employees informed about: (a) in the case of shares or debentures-its operations; or (b) in the case of prescribed interests-the operations of the relevant undertaking, scheme, enterprise or investment contract to which the interests relate; `declared institutional investor' means a person declared by the Commission, by notice published in the Gazette, to be an institutional investor for the purposes of this section; `listed corporation' means a corporation that is included in the official list of a stock exchange; `listed unit trust' means a unit trust the units in which are listed for quotation on a stock market of a stock exchange; `unlisted corporation' means a corporation other than a listed corporation. ``(2) A prospectus in relation to securities of a corporation is a registrable prospectus unless it is exempt from registration under section 1020A by virtue of this section. ``(3) A prospectus in relation to shares in or debentures of a corporation is exempt from registration under section 1020A if: (a) the corporation is a listed corporation; or (b) the corporation is an unlisted corporation and the relevant allotment, issue, offer or invitation is proposed to be made or issued: (i) in the case of shares-to existing members of the corporation; (ii) in the case of debentures-to existing holders of debentures of the corporation; or (iii) in the case of shares or debentures-to: (A) the trustee of a superannuation fund constituted by or under a law of the Commonwealth, of a State, of a Territory or of a foreign country; (B) a holder of a dealers licence acting as a principal; (C) a corporation registered under the Life Insurance Act 1945 or the Financial Corporations Act 1974; (D) an investment company within the meaning of Part 4.4; (E) The trustee of a trust that is declared by the Commission to be an equity unit trust and in respect of which there is an approved deed for the purposes of Division 5; (F) a declared institutional investor; or (G) if the corporation is an approved unlisted corporation in relation to such shares or debentures-employees of the corporation. ``(4) A prospectus in relation to prescribed interests made available by a corporation is exempt from registration under section 1020a if: (a) the prescribed interests are interests under a listed unit trust; or (b) the prescribed interests are not interests to which paragraph (a) applies and the relevant issue, offer or invitation is proposed to be made or issued to: (i) existing holders of prescribed interests to which the same approved deed relates; (ii) the trustee of a superannuation fund constituted by or under a law of the Commonwealth, of a State, of a Territory or of a foreign country; (iii) a holder of a dealers licence acting as principal; (iv) a corporation registered under the Life Insurance Act 1945 or the Financial Corporations Act 1974; (v) an investment company within the meaning of Part 4.4; (vi) the trustee of a trust that is declared by the Commission to be an equity unit trust and in respect of which there is an approved deed for the purposes of Division 5; (vii) a declared institutional investor; or (viii) if the corporation is a listed corporation, or is an approved unlisted corporation in relation to such prescribed interests-employees of the corporation.''. Amendment (147) provides for a new clause which specifies the classes of prospectuses which will not need to be registered under the new clause. The present Bill only requires prospectuses to be lodged and not registered by the Australian Securities Commission (ASC). The Government has accepted the concern that it is desirable to provide additional protection to the general investing public in respect of offerings by unlisted companies. The Bill will now require certain prospectuses to be registered with the ASC. New clause 1017 adopts a classification for registering prospectuses recommended by the Securities Information Review Committee in its report entitled Reforming the Law Relating to the Offer of Securities. Registration of prospectuses will now be required for the following: listed corporations, unlisted corporations to existing shareholders and debenture holders; unlisted corporations to institutional investors-for example, statutory superannuation funds, finance companies and insurance companies; and approved unlisted corporations to their employees if those corporations have established extensive disclosure policies to keep employees well informed about the operations of the corporations. The rationale for excluding listed corporations from this registration requirement is that the stock exchange scrutinises prospectuses for the purpose of ensuring compliance with listing requirements and listed corporations are subject to a non-market disclosure regime. The rationale for the other exclusions is that the persons for whom the prospectus is issued have sufficient expertise or access to relevant information so as not to require pre-registration vetting by the Australian Securities Commission. Mr MOORE(Ryan)(10.45) —I welcome the proposed new section because the question of prospectus registration to me is one of the failings of the previous Act. The changes proposed here are interesting because of the way in which the Government goes about classifying various areas of investment. When one looks at the list of people who need not register and who must register, it gets down to who is deemed to know and who is deemed not to know. But it is a step forward. It recognises some of the limitations. I think it draws a line probably between the professional investor and the ordinary investor, where I think there is a real difference and the protection of the prospectus for the ordinary investor is something for which I think we all have a responsibility. Proposed new clause agreed to. Clause 1018 (Prospectus in relation to securities). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.47) —I move: (148) Clause 1018, page 704, lines 11 to 18, omit the clause, substitute the following clause: Prospectus in relation to securities ``1018. (1) A person shall not offer for subscription or purchase, or issue invitations to subscribe for or buy, securities of a corporation unless: (a) a prospectus in relation to the securities has been lodged; (b) the prospectus complies with the requirements of this Division; and (c) if the prospectus is a registrable prospectus-the prospectus has been registered by the Commission under section 1020a. ``(2) Subsection (1) does not apply in relation to an offer or invitation relating to securities in a class of securities of a corporation that are listed for quotation on a stock market of a securities exchange if: (a) at some time before the making of the offer, or the issue of the invitation, as the case may be: (i) there was lodged under this Part or a corresponding law a prospectus in respect of securities in that class that complied with the requirements of this Part, or of that corresponding law, as in force when it was so lodged; and (ii) if this Part or that corresponding law, as the case may be, required the prospectus, or a copy of it, to be registered by the Commission or the NCSC-the prospectus or such a copy was so registered; and (b) on the last occasion when any of the following occurred before the making of the offer, or the issue of the invitation, as the case may be: (i) the corporation became required at a particular time, in connection with its admission to an official list of the securities exchange, to comply with such listing rules of the securities exchange as were at that time prescribed for the purposes of this subparagraph; (ii) the corporation became required, at a particular time when it was included in an official list of the securities exchange, to comply with any of such listing rules of the securities exchange as were at that time prescribed for the purposes of this subparagraph; the corporation complied with the listing rules concerned before the making of the offer, or the issue of the invitation, as the case may be. ``(3) For the purposes of paragraph (2) (b), but without limiting its generality, where an obligation or condition is imposed on a corporation at a particular time, by or under a particular listing rule of a securities exchange, in connection with a particular matter: (a) the corporation shall be taken to have become required at that time to comply with that listing rule; and (b) the corporation shall not be taken to comply with that listing rule unless it complies with the obligation, or the condition is satisfied, as the case may be.''. This amendment makes three changes to clause 1018. Firstly, an issue of securities will be prohibited unless a registrable prospectus is in fact registered. This new requirement will only apply to those prospectuses such as various prospectuses and securities offered by a list of corporations which are required by the Bill to be registered. Secondly, the present prohibition in clause 1018 (a) on the issue of allotment of securities without a prospectus will be removed. Clause 1018 (a) appears to have given rise to some confusion as to the extent to which the prospectus provisions apply to secondary trading. Thirdly, the trading of securities on the stock market will be exempted from the prospectus provisions where a prospectus relating to those securities has been lodged or where the corporation has complied with the listing requirements applicable to it regarding further information required by the securities exchange in the case of what is called a backdoor or compliance listing. Mr MOORE(Ryan)(10.48) —This amendment raises a number of other issues which came about as a result of the prospectus area. In the original proposals it appeared to me that even an ordinary cash issue could not be done without a prospectus: the only sort of issue to shareholders that could be made without a prospectus was a bonus issue. There are also certain forms of issues which traditionally have been able to be dealt in without that background. I think the way in which the Government has made these changes is to the betterment of the whole area of capital raising. Amendment agreed to. Clause, as amended, agreed to. Clause 1019 agreed to. Clause 1020 (Forms of application for securities to be attached to prospectus). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.49) —I move: (149) Clause 1020, page 704, lines 31 and 32, omit paragraphs (a) and (b), substitute the following paragraphs: ``(a) the form is attached to a copy of a prospectus; (b) a copy of the form, and the prospectus, have been lodged; and (c) if the prospectus is a registrable prospectus-the prospectus has been registered by the Commission under section 1020a.''. This amendment is consequential upon the inclusion of a new clause 1020a dealing with the registration of prospectuses. Amendment agreed to. Clause, as amended, agreed to. Proposed new clause 1020a (Registration of Prospectuses). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.49) —I move: (150) After clause 1020, page 704, insert the following clause: Registration of prospectuses ``1020a. Where a registrable prospectus is lodged, the Commission shall register the prospectus unless: (a) it appears that the prospectus does not comply with the requirements of this Division; or (b) the Commission is of the opinion that the prospectus contains a false or misleading statement or that there is an omission from the prospectus''. This amendment inserts a new clause which sets out the criteria according to which the Australian Securities Commission will register what is called a registrable prospectus. The registration test in the new clause will require the Securities Commission to register a prospectus unless it appears that the prospectus does not comply with the law, or where it contains a matter that it materially false or misleading. This test differs from the current requirement in the Companies Act which requires the NCSC to refuse to register a prospectus unless it is satisfied about these matters. The new test follows the approach recommended by the Securities Information Review Committee in its report on reforming the law relating to the offer of securities. This reversal of the registration test will give the ASC more flexibility and permit more efficient resource allocation. It will also reduce costs and delays to business in having to comply strictly with sometimes unnecessary and irrelevant rules. Mr MOORE(Ryan)(10.51) —The consequence of this amendment is that it will switch the responsibility from the Commission to the lodgers of the prospectus. Here it is being said that the Commission shall register the prospectus-unless. It is not a question of making a judgment of the contents of the prospectus, but rather saying that `it appears that the prospectus does not comply with the requirements of this division-which is a very gentle test-or `the Commission is of the opinion that the prospectus contains a false or misleading statement...'. A considerable degree of expertise has been built up to handle prospectuses. Admittedly, some areas have been slower than others, but this amendment will eliminate in one swoop the need for expertise and rather reduces the question of the operation of registration of prospectuses with the Commission to one of checking signatures. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.52) —I am sure the honourable member for Ryan (Mr Moore) will not disagree with me that the business community is prepared to take on a fair amount of responsibility in this area. The concept of this is to enable the business community to bear that responsibility where that liability arises-which it would-in regard to prospectuses. In other words, the business community has been saying that there have been delays, and the honourable member admits that. I do not know that the view is generally shared that a great expertise has been built up in the registration of prospectuses. The business community felt that there was a lot of unnecessary difficulty in matters which could not be adequately assessed by a subjective test-namely, estimation of profits and matters of that nature. It regarded that area as very difficult. In regard to the Broken Hill Proprietary Co. Ltd position, one knows that the takeover offer was above market price. The view of the registration authority was that it should have been well above that offer, even though the market price was below. On what basis would the honourable member put that? Those people, well meaning as they are, were trying to suggest that the shareholding offer should be well above what it was and it, in turn, was above market price. The honourable member would know that there can be all sorts of fluctuations in the market. Let me tell the honourable member that when the October crash came it was no surprise to us in the Ministerial Council for Companies and Securities. We had been advised that it was likely to happen some six months before. What we have in the Australian market, I am told, is too few shares and too much money. One has all the superannuation investment chasing the same quantity of shares and pumping up the value of those shares, not necessarily giving the investor an opportunity to look at what will be the return. This is the biggest danger. In a small market with the investment funds all chasing the same shares one gets speculation and there might not be adequate remuneration in regard to dividend. Mr MOORE(Ryan)(10.54) —May I say in response to the Attorney-General's comments that I have never held that the Commission was spotless in handling prospectuses. I have always thought that some of the aspects were slow and cumbersome, but there was always a route that pointed to a check list which could be handled with expedition, at the same time allowing some form of ordinary investor protection. As for the reasons for the crash in Australia one knows that these days the major institutions have gone offshore with a lot of their money and that is the reason for it. Proposed new clause agreed to. Clause 1021 (Specific provisions appli- cable to all prospectuses). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.55) —I move: (151) Clause 1021, page 705, lines 22 to 26, omit subclause (7), substitute the following subclauses: ``(7) The regulations may require prospectuses included in a specified class of prospectuses to set out such matters, or contain such reports, or both, as are specified in the regulations. ``(7a) Without limiting the generality of subclause (7), a class of prospectuses may comprise any one or more of the following: (a) prospectuses in relation to a specified class of securities; (b) prospectuses in relation to a specified class of corporations; (c) prospectuses issued to a specified class of persons.''. This amendment will allow regulations to be made which prescribe minimum specific disclosure rules for prospectuses. It will permit different content rules to be prescribed for different classes of prospectuses. The prescription of such minimum disclosure rules will assist preparers of prospectuses in disclosing basic information and will act as a focus for the general information requirement in clause 1022. Mr TIM FISCHER(Farrer)(10.56) —In respect of clause 1021 and perhaps arising from the amendment-although I am not confident in making that statement-I draw the Attorney-General's attention to line 37 on page 705 which reads: (b) the contravention arose from an honest mistake on the part of the person concerning the facts; or If the Attorney-General does not mind I invite him to clarify to the Committee of the Whole whether the terminology `an honest mistake' in that context is trailblazing legislation in creating yet another matter to be defined by way of litigation. Does the Attorney-General think there could be quite complex problems in reaching a practical definition under the impact of that paragraph in clause 1021? In making that invitation, I lodge a note of protest, as the House is about to sit beyond 11 o'clock-13 hours after it commenced sitting this day-that this really is sausage machine legislation. We are now considering clause 1021. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.57) —I think the honourable gentleman would recognise that this is a difficult piece of legislation. He was not here earlier. It was tabled in May. It had the same number of clauses then. It has not altered. We have had to deal with amendments made by the public and others who have an interest in this legislation. I would have liked to think that the Opposition would have agreed with a number of my amendments because they are very formal. I make the point that it had a chance to agree to some of the amendments but I will not argue about that. I will have to move every one of them. This will be the first time in many years that this has been done. It may be a way of teaching the Opposition a lesson. I have to bear that burden. That is the reason why it has been done. Amendments of typographical errors could well have been accepted as they are in many other cases. I am not here to complain but to explain. We still have a long way to go. I welcome the honourable member's intervention but I do not think that it will reduce the time. What might be deemed to be an honest mistake is purely a matter which would be the subject of litigation in respect of a defence as to whether it was honest or not. That would be a matter for the court to determine. Amendment agreed to. Clause, as amended, agreed to. Clause 1022 (General provisions applicable to all prospectuses. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.59) —by leave-I move: (152) Clause 1022, page 706, line 38, omit ``and''. (153) Clause 1022, page 706, after paragraph (3) (c), insert the following paragraph: ``(ca) whether the persons to whom the offers or invitations are to be made or issued are the holders of shares in the corporation and, if they are, to what extent (if any) relevant information has previously been given to them by the corporation under any law, any requirement of the business rules or listing rules of a securities exchange, or otherwise; and''. The amendments insert a new clause 1022 (3) (c) (ca) which provides that in determining information required to be included in the prospectus offered to existing members, an issuer may have regard to the fact that those shareholders would already be aware of certain information contained in various returns and reports prepared by the corporation. The purpose of the amendment is to make clear that the general disclosure requirement in clause 1022 does not require a rights issue prospectus to contain the same degree of information as would be required in a full public offer prospectus. Amendments agreed to. Clause, as amended, agreed to. Clauses 1023 to 1062-by leave-taken together, and agreed to. Clause 1063 (Modification of certain provisions). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(10.59) —I move: (154) Clause 1063, page 742, lines 29 to 33, omit the clause, substitute the following clause: Exceptions and modifications ``1063. (1) This Division does not apply in relation to an excluded issue of prescribed interests, an excluded offer of prescribed interests for subscription or an excluded invitation to subscribe for prescribed interests. ``(2) The provisions of this Act relating to securities shall, in their application in relation to securities being prescribed interests, have effect with such modifications (if any) as are necessary or as are prescribed by the regulations.''. The amendment to clause 1063 will make it clear that prescribed interests provisions in Division 5 do not apply to offers or issues of prescribed interests excluded under clause 66. Amendment agreed to. Clause, as amended, agreed to. Clause 1065 (No issue without approved deed). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.00) —I move: (155) Clause 1065, page 743, after subclause (1) insert the following subclause: ``(1a) Where a deed would, but for this subsection, have ceased to be an approved deed for the purposes of this Division because there is no trustee or representative for the purposes of the deed or the approval of the trustee or representative has been revoked or because of any other circumstance relating to the trustee or representative, the Commission may, despite section 1066, direct that the deed is to continue to be an approved deed for such period and for such purposes as the Commission directs and, upon the giving of such a direction, the deed continues to be an approved deed accordingly.''. This new subclause will give the Australian Securities Commission power to continue to approve trust deeds enforced for an interim period where a trustee ceases to be an approved trustee or ceases to hold office. The purpose of the amendment is to ensure that there are no undesirable consequences for interest holders from the deed ceasing to be an approved deed. Amendment agreed to. Clause, as amended, agreed to. Clause 1066 (Approved deeds). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.02) —by leave-I move: (156) Clause 1066, page 743, lines 30 and 31, omit paragraph (a), substitute the following paragraph: ``(a) an approval has been granted to the deed under this Division or a corresponding law;''. (157) Clause 1066, page 743, lines 40 to 43, and page 44, lines 1 to 8, omit subclauses (2) and (3), substitute the following subclause: ``(2) Where a deed ceases after the commencement of this Division to be an approved deed, the management company may nevertheless comply with the terms of a buy-back covenant contained or deemed to be contained in the deed.''. These amendments will make two basic changes. The first is that the deed will be an approved deed if it is approved by the ASC under clause 1067 or has been approved under existing companies legislation before the commencement of this Bill. The present Bill does not require the ASC to pre-vet deeds. This new requirement that deeds be approved by the ASC is consistent with the requirement that certain prescribed interest prospectuses be registered by the ASC rather than merely lodged. The second proposed change to the clause is that new subclause 1066 (2) will preserve the interest holders' entitlement to sell back their interest to the management company notwithstanding that the deed has ceased to be an approved deed. Amendments agreed to. Clause, as amended, agreed to. Clause 1067 (Approval of trustees). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.03) —I move: (158) Clause 1067, page 744, lines 9 to 16, omit the clause, substitute the following clause: Approvals ``1067. (1) The Commission shall grant its approval to a deed unless the Commission is of the opinion that the deed does not comply with the requirements of this Division and of the regulations (if any). ``(2) The Commission may, subject to such terms and conditions as it thinks fit, grant its approval to a person acting as trustee or representative for the purposes of a deed. ``(3) The Commission may at any time, by reason of a breach of a term or condition subject to which the approval was granted or for any other reason, revoke an approval granted under this section or under any corresponding law.''. The amendment will insert a new subclause 1067 (1) which sets out the grounds on which the ASC will approve a trustee. The amendment is consequential upon the amendment to clause 1066 which requires trustees to be approved. The ASC will be required to grant its approval to a trust deed unless it is of the opinion that the deed does not comply with the requirements of the Bill. This test is consistent with the approach taken to the registration of prospectuses under the new clause 1020a. Mr MOORE(Ryan)(11.04) —Can the Attorney-General recall any significant areas where trust deeds have not stood up in recent times? I am not aware of a problem with a trust deed in recent times-trustees, yes, but not trust deeds. What is the reason for the change? Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.04) —I do not know of any particular circumstance in which a trust deed has not stood up. The appropriate clause here states that the Commission may grant its approval to a person who is acting as a trustee or representative, and that the Commission may at any time revoke that approval. There could be such circumstances, no doubt. Is the honourable member for Ryan looking at it in terms of statutory trustees or is he looking at it in terms of individual trustees? Mr Moore —Commercial trustees. Mr LIONEL BOWEN —Commercial trustees are usually pretty strong because they have statutory protection under State registration. But, from the point of view of individual trustees, the situation is rather different. I do not think the honourable member would find any difficulty with the others. Amendment agreed to. Clause, as amended, agreed to. Clause 1068 agreed to. Clause 1069 (Covenants to be included in deeds). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.05) —I move: (159) Clause 1069, page 745, line 9, after ``contain'' insert ``covenants to the following effect''. This amendment will provide that the covenants to be contained in the trust deed may be to the effect of the statutory covenants set out in clause 1069. The purpose of the amendment is to provide some flexibility in drafting deeds by avoiding an interpretation that the covenants in the deed must follow the statutory wording. Amendment agreed to. Clause, as amended, agreed to. Clauses 1070 to 1072-by leave-taken together, and agreed to. Clause 1073 (Preservation of civil liability). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.06) —I move: (160) Clause 1073, page 751, lines 20 to 24, omit the clause, substitute the following clause: Consequences of contravention ``1073. (1) A person is not relieved from any liability to a holder of a prescribed interest made available by a corporation merely because the person has been convicted of an offence in respect of a contravention of a provision of this Part that resulted in that liability. ``(2) Where: (a) an offer of a prescribed interest for subscription has been made; or (b) an invitation to subscribe for a prescribed interest has been issued; in contravention of a provision of this Act, a contract entered into by any person (other than the management company) to subscribe for the prescribed interest as a result of the acceptance by the person of the offer, or the acceptance of an offer made by the person pursuant to the invitation, is voidable at the option of that person.''. This amendment will insert a new subclause 1073 (2), which provides that a breach of the Bill or regulations will not render a contract for the purchase of a prescribed interest necessarily void. It will be voidable at the option of the subscriber or holder of the interest. Under the present law, it would appear that the effect of a legal offer or issue of prescribed interest is to render the contract void. The purpose of the amendment is to ensure that a contract can be voided only at the option of the holder of the interest. Mr MOORE(Ryan)(11.07) —Is it the Attorney-General's interpretation that if an offer made is found to be illegal and the offer is accepted, that can be made to stand up, and also that if it is proved to be illegal one can use an option to void the contract? Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.07) —A person is not relieved from liability to a holder merely because a person has been convicted of an offence in respect of a contravention of a provision. In other words, the holder might still see some value in the offer, even though there has been some illegality in relation to it. So if the holder entered into a negotiation, bona fide, this provides that if that person still wants to go ahead, even though the contract could be voided, he may do so. It is voidable, and not void-in other words, it is at that person's discretion. Mr Moore —If it is void it is void. Mr LIONEL BOWEN —It is not void-it is voidable. Amendment agreed to. Clause, as amended, agreed to. Clauses 1074 to 1077-by leave-taken together, and agreed to. Clause 1078 (Restriction on hawking securities). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.08) —I move: (161) Clause 1078, page 753, at the end of the clause, add the following subclause: ``(3) Subsection (1) does not apply in respect of an invitation or offer in relation to securities where: (a) the securities are included in a class of securities that are listed for quotation on a stock market of a securities exchange and the invitation or offer so states, specifying the securities exchange; and (b) the invitation or offer was issued or made by the holder of a dealers licence and was communicated by the use of an eligible communications service.''. The amendment inserts a new subclause 1078 (3) so that a securities dealer or adviser will not be prevented by subclause (1) from offering listed securities for sale over the telephone or by other means of communications. Securities dealers and advisers will be regulated by licensing requirements and, when making recommendations to a person about securities, will be required to have a reasonable basis and to disclose any interest in the recommendation. Amendment agreed to. Clause, as amended, agreed to. Clause 1079 (Restriction on written invitations or offers in respect of securities). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.09) —I move: (162) Clause 1079, page 753, line 25, after ``section'' insert ``and the requirements (if any) prescribed by the regulations''. This amendment to clause 1079 (1) (c) will enable regulations to be made prescribing additional information that may be required in a statement or accompany a written offer for sale of securities. The purpose of the amendment is to prevent persons from seeking to avoid the prospectus provisions of the Bill by complying with the less stringent requirements of clause 1079 in any secondary trading of securities which more appropriately would be treated as a primary offer of the securities. Amendment agreed to. Clause, as amended, agreed to. Clauses 1080 to 1119-by leave-taken together, and agreed to. Clause 1120 (Business rules: futures association). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.10) —I move: (163) Clause 1120, page 779, line 4, omit ``Act'', substitute ``Chapter''. The explanation for this amendment applies also to the two subsequent amendments. The amendments make minor drafting corrections to the definition of business rules of a futures association, clearing house and futures exchange. The amendments express the definitions to be for the purposes of the chapter rather than the Act. The definitions are relevant only to chapter 8, not the rest of the Act. Amendment agreed to. Clause, as amended, agreed to. Clause 1121 (Business rules: clearing house). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.10) —I move: (164) Clause 1121, page 779, line 10, omit ``Act'', substitute ``Chapter''. The explanation for this amendment is the same as that which I gave for amendment (163). Amendment agreed to. Clause, as amended, agreed to. Clause 1122 (Business rules: futures exchange). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.11) —I move: (165) Clause 1122, page 779, line 18, omit ``Act'', substitute ``Chapter''. The reasons for this amendment are the same as those I detailed for amendment (163). Amendment agreed to. Clause, as amended, agreed to. Clause 1123 agreed to. Proposed new clause 1123a. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.12) —I move: (166) After clause 1123, page 779, insert the following new clause: Using eligible communications services in connection with unauthorised futures markets ``1123a. A person shall not use an eligible communications service in the course of, for the purposes of, or otherwise in connection with: (a) the person establishing, conducting, or assisting in establishing or conducting, an authorised futures market; or (b) holding out that the person conducts an unauthorised futures market.''. This amendment is intended to reduce the possibility of unauthorised futures markets emerging. It complements clauses 1123, 1124 and 1125 in this respect. The amendment was prepared to allay the concerns of the Sydney Futures Exchange about the possible emergence of what are called `bucket shops'. Overseas experience has shown that trading is frequently rigged on unauthorised markets with the object of fraudulently misappropriating investors' funds. Mr MOORE(Ryan)(11.13) —There are two aspects to this amendment. Firstly, in the whole of this maze, this is one of the pegs that the Attorney-General has found to give some constitutional grounds for putting together this legislation. This is the communications power. It has come out of the glad bag-one can put in one's hand and pull out what one can get. This time we have come up with communications. In this case we have excused the use of communications by saying that the Sydney futures market is concerned about any competition. It is astonishing that the Government should interpret `any competition' as the establishment of bucket shops all around the place. The futures market in Australia started many years ago in a very small way with the greasy wool futures market, and developed into its current operations no more than 10 years ago. In the United States of America there are quite a number of futures markets, the best known being Chicago. However, the American futures market is not restricted to Chicago; it is found in a number of places. At present in Australia it is basically a one-city operation based in Sydney with a large number of members, both from overseas and within Australia. To attempt for a start to place the mantle of monopoly on the Sydney futures market and say that because of its request we will use that excuse to dredge up one of the constitutional powers to hang the whole corporate package on is to have a pretty weak excuse all round and one which ought to be shown for what it is. Proposed new clause agreed to. Clauses 1124 and 1125-by leave-taken together, and agreed to. Clause 1126 (Approval of futures exchange). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.14) —by leave-I move: (167) Clause 1126, page 780, lines 14 to 16, omit paragraphs (2) (b) and (c), substitute the following paragraph: ``(c) the body's constitution provides that a person who: (i) is not an eligible corporation; and (ii) deals in futures contracts on behalf of other persons (other than eligible corporations); may not become or remain a member of the body unless the person so deals only where, by so dealing, the person does an act as a representative of an eligible corporation;''. (168) Clause 1126, page 780, lines 21 to 23, omit subparagraph (2) (d) (ii), substitute the following subparagraph: ``(ii) for the qualifications for membership, including the necessary standards of training and experience for: (a) responsible officers of bodies corporate that; and (b) natural persons who; are, or propose to be, members;''. (169) Clause 1126, page 780, lines 27 to 29, omit subparagraph (2) (d) (iv), substitute the following subparagraph: ``(iv) for the exclusion of a person from membership where: (a) if the person is a body corporate-a responsible officer, or an employee, of the body corporate; or (b) otherwise-the person or an employee of the person; is not of good character and high business integrity;''. (170) Clause 1126, page 780, line 34, omit ``corporation'', substitute ``person''. (171) Clause 1126, page 780, line 42, omit ``corporation that'', substitute ``person who''. (172) Clause 1126, page 780, line 44, omit ``corporation's'', substitute ``person's''. (173) Clause 1126, page 781, line 2, omit ``corporation'', substitute ``person''. (174) Clause 1126, page 781, after subparagraph (2) (d) (ix) insert the following subparagraph: ``(ixa) prohibiting a member who is not an eligible corporation from dealing in futures contracts on behalf of another person (other than an eligible corporation) except where, by so dealing, the member does an act as a representative of an eligible corporation;''. Amendment (167) relaxes the requirement for all members of the Futures Exchange to be incorporated. Individuals or other non-corporate entities may become and remain members of an exchange under this amendment where they deal on behalf of other persons and they do so as representatives of a licensed futures broker. However, if a member wishes to deal directly on behalf of an investor, he must be incorporated. The Sydney Futures Exchange is currently encouraging individuals and other non-corporate entities to become members of, and gain access, to, the Exchange so as to develop greater depth and liquidity in the market. The amendment enables that initiative to continue. Amendments (168) to (174) relate to clause 1132. The consequential amendments to clause 1126 (2) (d) vary the wording of the clause to recognise that some members of a futures exchange may not be incorporated. These amendments are consequential to amendment (167), which replaces the requirement for all members of a Futures Exchange to be incorporated. Mr MOORE(Ryan)(11.16) —Once again, the reasons behind the amendments relate to the Government's great desire to establish some constitutional position from which it can defend its corporate package. The reason for the great requirement for futures exchange members to be incorporated is that under the Constitution the Government can lay its hands only on incorporated bodies and not individuals. As a result of that, the Government has had a chat with the Sydney Futures Exchange and suggested that everyone should be incorporated. It is rather strange that under the current taxation law the Government will be doing itself out of a few bob if it does that. Mr Tim Fischer —Ten per cent. Mr MOORE —Ten per cent is swinging around in the wind at present. From what we hear, the guys paying the top rates are not going to get any relief. So there are no prospects of getting off the hook in that respect. The Government will give them a 10 per cent break on taxation if they incorporate. It wants them all to incorporate because that is the only way in which this can be made to work. This is another one of the cons that have been put forward to make this whole thing stand up. Amendments agreed to. Clause, as amended, agreed to. Clauses 1127 to 1131-by leave-taken together, and agreed to. Clause 1132 (Approval of futures association). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.17) —by leave-I move: (175) Clause 1132, page 784, lines 5 to 8, omit paragraphs (2) (b) and (c), substitute the following paragraph: ``(c) the body's constitution provides that a person who: (i) is not an eligible corporation; and (ii) deals in futures contracts on behalf of other persons (other than eligible corporations); may not become or remain a member of the body unless the person so deals only where, by so dealing, the person does an act as a representative of an eligible corporation;''. (176) Clause 1132, page 784, lines 17 to 19, omit subparagraph (2) (e) (ii), substitute the following subparagraph: ``(ii) for the qualifications for membership, including the necessary standards of training and experience for: (a) responsible officers of bodies corporate that; and (b) natural persons who; are, or propose to be members;''. (177) Clause 1132, page 784, lines 23 to 25, omit subparagraph (2) (e) (iv), substitute the following subparagraph: (iv) for the exclusion of a person from membership where: (a) if the person is a body corporate-a responsible officer, or an employee, of the body corporate; or (b) otherwise-the person or an employee of the person; is not of good character and high business integrity;''. (178) Clause 1132, page 784, line 30, omit ``corporation'', substitute ``person''. (179) Clause 1132, page 784, line 33, omit ``corporation'', substitute ``person''. (180) Clause 1132, page 784, line 38, omit ``corporation that'', substitute ``person who''. (181) Clause 1132, page 784, line 40, omit ``corporation's'', substitute ``person's''. (182) Clause 1132, page 784, line 42, omit ``corporation'', substitute ``person''. (183) Clause 1132, page 784, after subparagraph (2) (e) (viii) insert the following subparagraph: ``(viiia) prohibiting a member who is not an eligible corporation from dealing in futures contracts on behalf of another person (other than an eligible corporation) except where, by so dealing, the member does an act as a representative of an eligible corporation;''. (184) Clause 1132, page 785, at the end of the clause add the following subclause: ``(3) An approval by the Ministerial Council, under a law corresponding to subsection (2), of a body corporate as a futures association, being an approval that was in force immediately before the commencement of the section, has effect as if it were an approval by the Minister under that subsection.''. Amendments (175) to (183) relate to the relaxation of the requirement for all members of a futures association to be incorporated. They are similar to the amendments to clause 1126 to relax the requirements of a futures association to be incorporated and vary the wording to recognise that not all members will be incorporated. Amendment (184), which relates to the same clause, seeks to insert a transitional provision to provide that an approved futures association under the cooperative scheme legislation need not reapply for approval as a futures association under the Corporations Act. The amendment is based on subclauses 1126 (3) and 1131 (4). Mr MOORE(Ryan)(11.18) —I ask the Attorney-General for a better definition of what those changes really mean. Whereas before we were talking about the incorporation of members, it appears that some personal membership is now involved. I guess from reading the clause that a person can only deal on his own account. Secondly, if that is the case, in relation to the grant of approval for a futures association, because that would be something different from the Ministerial Council therefore I presume that it would not be subject to it. I presume that is what is meant by amendment (184). Amendments agreed to. Clause, as amended, agreed to. Clauses 1133 to 1135-by leave-taken together, and agreed to. Clause 1136 (Commission to be notified of amendments of business rules). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.20) —I move: (185) Clause 1136, page 788, line 26, omit ``notice,'', substitute ``notice''. This amendment corrects a minor punctuation error. It removes the comma after the word `notice' in clause 1136 (7) (a). Amendment agreed to. Clause, as amended, agreed to. Clauses 1137 to 1141-by leave-taken together, and agreed to. Proposed new clause 1141a. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.21) —I move: (186) After clause 1141, page 793, insert the following new clause in Part 8.2: Qualified privilege in respect of disciplinary proceedings ``1141a. (1) In this section: `disciplinary proceeding', in relation to a futures organisation, means: (a) a proceeding under the business rules of the futures organisation that may result in the disciplining of a member of the futures organisation; or (b) an appeal under the business rules of the futures organisation from a proceeding of a kind referred to in paragraph (a); `disciplining', in relation to a member of a futures organisation, includes expulsion from, or suspension of, membership of the futures organisation; `member', in relation to a futures organisation, includes a person who is under an obligation to comply with or enforce the business rules of the futures organisation. ``(2) A futures organisation, or a member, officer or employee of a futures organisation, has qualified privilege in respect of a statement made by a person, orally or in writing, in the course of, or otherwise for the purpose of or in connection with, a disciplinary proceeding of the futures organisation. ``(3) A person has qualified privilege in respect of the publication of: (a) a statement made by a person, orally or in writing, in the course of, or otherwise for the purposes of or in connection with; or (b) a document prepared, given or produced by a person, in the course of, or otherwise for the purpose of or in connection with; a disciplinary proceeding of a futures organisation.''. This new clause provides qualified privilege to futures organisations, their members, officers or employees in respect of statements made by them arising out of disciplinary proceedings of the organisation. It is based on clause 779, which has a similar effect in relation to disciplinary proceedings of securities exchanges. The clause recognises the importance of the publication of the results of disciplinary proceedings as a deterrent in addition to and instead of a fine or other penalty. It also protects persons who made adverse comments in the course of disciplinary proceedings, because without this protection they might not be so candid. Proposed new clause agreed to. Clause 1142 (Futures brokers). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.22) —I move: (187) Clause 1142, page 793, lines 13 and 14, omit paragraphs (1) (c) and (d), substitute the following paragraphs: ``(c) is an eligible corporation and holds a futures brokers licence; or (d) is an exempt broker.''. This amendment rectifies a minor typographical error in subclause 1142 (1). The amendment makes subclause 1142 (1) consistent with the wording of subclauses 1142 (2), 1142 (3) and 1142 (4). Amendment agreed to. Clause, as amended, agreed to. Clause 1143 (Futures advisers). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.23) —I move: (188) Clause 1143, page 794, line 7, omit ``broker'', substitute ``futures adviser''. This amendment rectifies a minor drafting error in subclause 1143 (1), which deals with futures advisers. The reference to a `broker' in subclause 1143 (1) should be a reference to a `futures adviser'. Amendment agreed to. Clause, as amended, agreed to. Clause 1144 agreed to. Clause 1145 (Grant of licence). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.23) —I move: (189) Clause 1145, page 795, line 14, omit ``section 1200'', substitute ``sections 1200 and 1202''. Clause 1145 deals with the grant of licences to a futures broker or adviser. This clause was made subject to clause 1200, which requires the Australian Securities Commission (ASC) to give an applicant an opportunity for a hearing before refusing to grant the licence. This amendment will also make clause 1145 subject to clause 1202, which provides that the ASC is not to grant a licence to a person who is disqualified by the court from holding a licence. Amendment agreed to. Clause, as amended, agreed to. Clause 1146 (Licences under corresponding laws). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.2) —I move: (190) Clause 1146, page 796, line 12, omit ``in force'', substitute ``, as the case may be, granted''. This amendment makes a minor drafting correction to clause 1146 (a). It varies the words to take account of the fact that a licence is granted under clause 1145. It is not correct to say that it is in force under clause 1145. Amendment agreed to. Clause, as amended, agreed to. Clauses 1147 to 1156-by leave-taken together, and agreed to. Clause 1157 (Annual statement of licensee). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.24) —by leave-I move: (191) Clause 1157, page 800, line 7, omit ``person'', substitute ``corporation''. (192) Clause 1157, page 800, line 8, omit ``person'', substitute ``corporation''. These amendments are minor drafting corrections. They rectify a minor drafting error in subclause 1157 (2). References to `person' have been changed to `corporation', as clause 1157 applies only to corporations that are licensees. Amendments agreed to. Clause, as amended, agreed to. Clauses 1158 to 1165-by leave-taken together, and agreed to. Proposed new clause 1165a. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.25) —I move: (193) After clause 1165, page 802, insert the following new clause: Client may apply to Court for partial rescission ``1165a. (1) If the client gives a notice under section 1164 but the notice does not rescind the agreement because rescission of it would prejudice a right or estate of the kind referred to in section 1165, the client may, within a reasonable period after giving the notice, apply to the Court for an order under subsection (4) of this section. ``(2) The Court may extend the period for making an application under subsection (1). ``(3) If an application is made under subsection (1), the Court may make such orders expressed to have effect until the determination of the application as it would have power to make if the notice had rescinded the agreement under section 1165 and the application were for orders under section 1166. ``(4) On an application under subsection (1), the Court may make an order: (a) varying the agreement in such a way as to put the client in the same position, as nearly as can be done without prejudicing such a right or estate acquired before the order is made, as if the agreement had not been entered into; and (b) declaring the agreement to have had effect as so varied at and after the time when it was originally made. ``(5) If the Court makes an order under subsection (4), the agreement shall be taken for the purposes of section 1166 to have been rescinded under section 1165. ``(6) An order under subsection (4) does not affect the application of section 1168 or 1170 in relation to the agreement as originally made or as varied by the order.''. The amendment inserts a new clause to provide, in effect, for court assisted partial rescission of contracts with unlicensed futures brokers and advisers. Under clause 1165 a contract with a non-licensee may be rescinded unless rescission would prejudice third party rights. The proposed new clause deals with the situation where a contract between a client and an unlicensed person relates to a variety of transactions only some of which affect third party rights. The proposed new clause would enable the contract to be partially rescinded in so far as the contract relates to transactions not affected by third party rights. Proposed new clause agreed to. Clauses 1166 to 1178-by leave-taken together, and agreed to. Clause 1179 (Disclosure to client by representative). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.26) —I move: (194) Clause 1179, page 806, lines 18 to 37, omit the clause. The amendment deletes clause 1179 which requires a person acting as a representative to advise the client of the person for whom the representative is acting, and the address of that person, and to show the person a copy of his proper authority. These requirements would cause inconvenience particularly in the conduct of telephone business. Because the Bill provides other means in clauses 1176 and 1178 whereby a client can obtain this information, it is proposed to delete clause 1179. Clause negatived. Clause 1180 agreed to. Clause 1181 (Commission may give licensee information about representative): Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.26) —I move: (195) Clause 1181, page 808, line 29, omit ``Court' '', substitute `` `court' ''. The amendment makes a minor drafting correction to clause 1181. The word `Court' with a capital `C' is being replaced by the word `court' with a small `c' to be consistent with the wording of the rest of the clause. Amendment agreed to. Clause, as amended, agreed to. Clauses 1182 to 1189-by leave-taken together, and agreed to. Clause 1190 (Power to revoke licence without a hearing). Mr LIONEL BOWEN —(Kingsford-Smith-Attorney-General) (11.28)-I move: (196) Clause 1190, page 812, line 38, omit paragraph (d). The Australian Securities Commission (ASC) will have the power to revoke a licence. The amendment requires the ASC to give a licensee an opportunity for hearing before revoking a licence on the ground of contravention of certain reporting requirements. At present, clause 1190 would empower the ASC to revoke a licence in the event of such a contravention without a hearing. Mr MOORE(Ryan)(11.28) —Are the clauses proposed here any different from the clauses in the earlier part of the Bill relating to the Australian Stock Exchange? Mr Lionel Bowen —No. Amendment agreed to. Clause, as amended agreed to. Clause 1191 (Power to revoke licence after a hearing). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.29) —by leave-I move: (197) Clause 1191, page 813, lines 8 and 9, omit ``(other than section 1157, 1158 or 1218)''. (198) Clause 1191, page 813, line 25, omit ``where'', substitute ``were''. These amendments are in the same frame as amendment (1196); they have the same purpose. Amendments agreed to. Clause, as amended, agreed to. Clauses 1192 to 1204-by leave-taken together, and agreed to. Clause 1205 (Undesirable advertising). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.29) —I move: (199) Clause 1205, page 820, lines 21, omit ``busineses'', substitute ``businesses''. Apparently, the word `businesses' has been spelt wrongly. The purpose of the amendment is to correct clause 1205 (2) (c) (iii). Amendment agreed to. Clause, as amended, agreed to. Clause 1206 (Issue of contract notes). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.30) —I move: (200) Clause 1206, page 822, line 21, omit ``chapter xF'', substitute ``Chapter 8''. This amendment corrects a printing error which gives a wrong reference to a chapter and to subclause 1206 (4) (f). The right reference is to chapter 8, which is a term defined by clause 55 of the Bill. Amendment agreed to. Clause, as amended, agreed to. Clauses 1207 to 1215-by leave-taken together, and agreed to. Clause 1216 (Removal and resignation of auditors). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.30) —by leave-I move: (201) Clause 1216, page 837, lines 33 and 34, omit ``and to any order of the Court under sub- section (7)''. (202) Clause 1216, page 838, lines 5 to 9, omit subclause (7). These amendments are consequent upon the insertion of a new part 9.9a in the Bill which will allow for a review by the Administrative Appeals Tribunal of the Australian Securities Commission (ASC) decisions. As decisions of the ASC under clause 1216 to refuse to consent to the resignation or the removal of an auditor of a futures broker will be reviewable by the Administrative Appeals Tribunal (AAT), the right of an aggrieved person to appeal to the court under subclause 1216 (7) is unnecessary and is therefore deleted. Amendments agreed to. Clause, as amended, agreed to. Clause 1217 agreed to. Clause 1218 (Futures brokers' accounts). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.31) —I move: (203) Clause 1218, page 838, lines 19 and 20, omit ``, or where,'', substitute ``or, where''. The amendment rectifies a minor punctuation error. It shifts a comma in subclause 1218 (1) so that the provision makes better sense. Amendment agreed to. Clause, as amended, agreed to. Clause 1219 (Auditor's right of access to records, information etc.). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.32) —I move: (204) Clause 1219, page 839, line 2, omit ``future'', substitute ``futures''. This is a rectification of a typographical error in subclause 1219 (1). It replaces the term `future broker' with the term `futures broker', which is the term that is defined by the Bill. It is clear from the wording of subclause 1219 (2) that the provision is intended to apply to futures brokers. Amendment agreed to. Clause, as amended, agreed to. Clauses 1220 to 1228-by leave-taken together, and agreed to. Clause 1229 (Money constituting fidelity fund). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.33) —by leave-I move: (205) Clause 1229, page 843, before paragraph (1) (a) insert the following paragraph: ``(aa) in the case of a fidelity fund established before the commencement of this Part-the money, and other property, of which the fund consisted immediately before that commencement;''. (206) Clause 1229, page 884, line 13, after ``paragraph (1) (a)'' insert ``or a corresponding law''. The subject of these amendments is the property of a fidelity fund. The amendments enable the Minister to approve the repayment to a futures organisation of the amount that it paid on the establishment of its fidelity fund to the credit of the fund, whether the fund was established before or after the commencement of the legislation. At present the legislation would only allow repayment of amounts paid to establish fidelity funds after the commencement of the legislation. Amendments agreed to. Clause, as amended, agreed to. Clauses 1230 to 1234-by leave-taken together, and agreed to. Clause 1235 (Levy in addition to annual contributions). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.34) —I move: (207) Clause 1235, page 846, lines 36 to 39, omit all the words from and including ``paid by'' to the end of the subclause, substitute the following: ``paid by specified contributing members of the futures organisation and, where such a determination is made, a futures organisation fidelity fund levy is payable accordingly by each of the specified contributing members.''. As it is previously drafted, clause 1234 requires a member of a futures organisation to pay an application for membership fee on becoming a member and an annual membership fee as a contribution to the organisation's fidelity fund. This provision is largely based on section 112 of the Futures Industry Act. However, at present the Sydney Futures Exchange gathers contributions for its fidelity fund by way of a transaction fee, imposed pursuant to its business rules, on most contracts concluded on the exchange floor. It does not require some members, who do not deal directly for clients but basically deal on their own account, to pay the transaction fee because those members do not derive any direct benefit from the fidelity fund. This amendment to clause 1235 and, as a matter of interest, an amendment to clause 1236, enable these present arrangements to continue. They will give the futures organisation power to determine that the fees imposed under clause 1234 are not payable by specified members of the organisation. Amendment agreed to. Clause, as amended, agreed to. Clause 1236 (Contributions and levies not payable unless imposed by another Act). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.35) —I move: (208) Clause 1236, page 847, lines 11 to 14, omit the clause, substitute the following clause: Contributions and levies not payable in certain cases ``1236. (1) A person is not liable to pay a contribution under subsection 1234 (1) unless the contribution is imposed by an Act other than this Act. ``(2) A contributing member of a futures organisation is not liable to pay a contribution under subsection 1234 (2), or a levy under subsection 1235 (1), unless the contribution or levy is imposed by an Act other than this Act. ``(3) A futures organisation may determine in writing that subsection 1234 (1) does not apply in relation to futures organisation in relation to specified persons. ``(4) A futures organisation may determine in writing that subsection 1234 (2) does not apply in relation to the futures organisation in relation to specified contributing members of the futures organisation. ``(5) A determination in force under subsection (3) or (4) has effect accordingly.''. This amendment is in the same terms and is moved for the same reason as amendment (207). Mr MOORE(Ryan)(11.35) —This is one of those remarkable contributions we find from time to time where such a thing can get into an Act where it specifies that the original intent was that once one became a member of the futures exchange one paid a once only fee. That is not a bad blue when one thinks about it. I am sure that every member of all these exchanges, whatever type they may be, will be delighted to be in the same position. Amendment agreed to. Clause, as amended, agreed to. Clause 1237 agreed to. Clause 1238 (Investment of fund). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.36) —I move: (209) Clause 1238, page 847, line 25, omit ``law'', substitute ``a law in force in a State or Territory''. This amendment makes a minor drafting correction to clause 1238. The amendment specifies with greater precision the ways in which surplus funds standing to the credit of the fidelity fund may be invested. The money may be invested in any manner in which trustees are, for the time being, authorised by a law in force in a State or Territory. Amendment agreed to. Clause, as amended, agreed to. Clause 1239 (Application of fund). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.36) —I move: (210) Clause 1239, page 848, line 8, omit ``relevant'', substitute ``futures''. This amendment makes a minor correction to clause 1239 (1). The reference to a relevant person at the end of that subclause has been altered to read `futures person'. The term `futures person' is defined in paragraph 1239 (1) (a). Amendment agreed to. Clause, as amended, agreed to. Clauses 1240 to 1242-by leave-taken together, and agreed to. Clause 1243 (Power of board to settle claims). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.37) —I move: (211) Clause 1243, page 852, line 34, omit ``futures'', substitute ``relevant''. This amendment is a rectification of a drafting error to paragraph 1243 (b). The term `future rights of action' has been deleted because it is not a term defined in the Bill. It has been replaced with the term `relevant rights of acting'. Amendment agreed to. Clause, as amended, agreed to. Clauses 1244 to 1248-by leave-taken together, and agreed to. Clause 1249 (Power of futures organisation to enter into contracts of insurance or indemnity). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.37) —I move: (212) Clause 1249, page 855, line 3, omit ``, in its discretion,''. This is an amendment to subclause 1249 (1). The words `in its discretion' have been deleted because it is clear from the introductory words of the clause that the futures organisations has a discretion to enter into a contract for insurance or indemnity under the clause. Amendment agreed to. Clause, as amended, agreed to. Clause 1250 (Application of insurance money). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.38) —I move: (213) Clause 1250, page 885, line 20, omit ``of'', substitute ``of a''. This amendment corrects a typographical error. It inserts an `a' after `of' in the phrase `fidelity fund of futures organisation'. Amendment agreed to. Clause, as amended, agreed to. Clauses 1251 to 1255-by leave-taken together, and agreed to. Clause 1256 (Prohibitions on dealing when precluded). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.39) —I move: (214) Clause 1256, page 858, line 21, omit ``communication'', substitute ``communications''. This amendment corrects a typographical error replacing a reference to `eligible communication service' with the reference `eligible communications service'. Amendment agreed to. Clause, as amended, agreed to. Clauses 1257 to 1263-by leave-taken together, and agreed to. Clause 1264 (Fraud in connection with dealings in futures contracts). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.40) —I move: (215) Clause 1264, page 862, line 27, omit ``(b)'', substitute ``(d)''. This amendment corrects a typographical error. It changes an incorrect reference to paragraph (b) to a correct reference to paragraph (d). Amendment agreed to. Clause, as amended, agreed to. Clauses 1265 to 1268-by leave-taken together, and agreed to. Clause 1269 (Restrictions on use of titles `futures broker', `futures exchange' etc.). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.41) —I move: (216) Clause 1269, page 869, after subclause (1) insert the following subclause: ``(1a) A person who is not the holder of a futures brokers licence shall not: (a) take or use, or by inference adopt; or (b) have attached to, or exhibited at, any place; a name, title or description implying, or tending to create the belief, that the person is the holder of a futures brokers licence.''. Clause 1269 presently prohibits a corporation using the titles `futures broker', `futures exchange', or `futures association', unless it is so licensed or approved. The amendment would extend this prohibition to any person using the title `futures broker' to convey the impression that that person is a licensed futures broker when that person is not licensed. Amendment agreed to. Clause, as amended, agreed to. Clauses 1270 to 1272-by leave-taken together, and agreed to. Clause 1273 (Precautions against falsification of records). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.42) —I move: (217) Clause 1273, page 871, line 10, omit ``Act'', substitute ``Chapter''. This amendment makes a drafting correction to clause 1273 which guards against the falsification of books and records. The amendment relates to provisions where persons are required by the futures chapter of the Bill to keep books or records. There are other provisions in the Bill with similar effect in relation to persons required by other parts of the Bill to keep books or records-for example, clause 1119. Amendment agreed to. Clause, as amended, agreed to. Clause 1274 agreed to. Clause 1275 (Relodging of lost registered documents). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.43) —I move: (218) Clause 1275, page 874, lines 20 to 26, omit subclause (5), substitute the following subclause: ``(5) A decision of the Tribunal varying or setting aside a decision of the Commission to certify and grant leave under subsection (3) may be lodged with the Commission and shall be registered by it, but no payments, contracts, dealings, acts or things made, had or done in good faith before the registration of the Tribunal's decision and upon the faith of and in reliance upon the certificate shall be invalidated or affected by the Tribunal's decision.''. This amendment relates to the lodging of lost registered documents. The amendment is consequent upon a new part 9.4a of the Bill which will permit the Administrative Appeals Tribunal, instead of a court, to review decisions of the ASC. Under clause 1275 the ASC may certify that it is satisfied that an original document has been lost or destroyed and it may grant leave for a correct copy to be lodged in lieu of the original. The amendment inserts a new subclause (5) which provides that an AAT decision in varying or setting aside an ASC certificate may be lodged with the ASC and is to be registered by it. But nothing done in good faith before the registration of the Tribunal's decision in reliance on the ASC certificate will be invalidated or affected by the AAT's decision. Amendment agreed to. Clause, as amended, agreed to. Clauses 1276 to 1290-by leave-taken together, and agreed to. Clause 1291 (Official liquidators). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.44) -I move: (219) Clause 1291, page 885, lines 16 and 17, omit all the words from and including ``and the decision'' to the end of subclause (1). This amendment confers a right of appeal to the Administrative Appeals Tribunal on an official liquidator against a decision of the ASC to cancel or suspend his registration. Under existing law in the Bill there are currently no such appeal rights. Amendment agreed to. Clause, as amended, agreed to. Clause 1292 (Powers of Board in relation to auditors and liquidators). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.44) —by leave-I move: (220) Clause 1292, page 885, line 33, omit ``section,'', substitute ``section''. (221) Clause 1292, page 885, line 40, omit ``1292 (8)'', substitute ``(9) of this section''. (222) Clause 1292, page 886, line 12, omit ``section,'', substitute ``section''. (223) Clause 1292, page 886, line 19, omit ``1292 (8)'', substitute ``(9) of this section''. (224) Clause 1292, page 886, line 31, omit ``section,'', substitute ``section''. (225) Clause 1292, page 886, line 39, omit ``1292 (7)'', substitute ``(9) of this section''. (226) Clause 1292, page 888, lines 40 to 42, omit subclause (11). Amendment (220) corrects a typographical error. It deletes a comma after the word `section' first occurring in the third line of clause 1292 (1). Amendment (221) provides that there should be a reference to clause 1292 (9), not clause 1292 (8). The fact is that the Companies Auditors and Liquidators Disciplinary Board can cancel a person's registration if that person has been dealt with under another law corresponding to provisions in clause 1292 (9) which sets out actions which the board can take in respect of auditors and liquidators who have not carried out their functions adequately. Amendment (222) is a typographical amendment; it deletes a comma. Amendment (223) to the same clause is a cross-referencing error. It substitutes a reference to clause 1292 (9) instead of clause 1292 (8). Similar cross-references in other subsections of clause 1292 are picked up by amendments (221) and (225). Amendment (224) to the same clause deletes a comma in a typographical matter. Amendment (225) to the same clause is a cross-referencing error, similar to the error picked up by amendments (221) and (223). Amendment (226) to the same clause omits subclause 1292 (11) which provides that the amount of any penalty imposed on a person under subclause 1292 (9) may be recovered as a debt due to the Commonwealth. As subclause 1292 (9) does not provide power to impose pecuniary penalities, subclause 1292 (11) is unnecessary. Amendments agreed to. Clause, as amended, agreed to. Clauses 1293 to 1296-by leave-taken together, and agreed to. Clause 1297 (Time when Board's decision comes into effect). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.46) —by leave-I move: (227) Clause 1297, page 890, line 35, after ``(2)'' insert ``and to sections 41 and 44a of the Administrative Appeals Tribunal Act 1975''. (228) Clause 1297, page 890, lines 41 and 42 and page 891, lines 1 to 25, omit subclause (2), substitute the following subclauses: ``(2) Where the Board makes an order of a kind referred to in subsection (1), it may, in order to enable an application to be made to the Tribunal for review of the decision to make the order, determine that the order is not to come into effect until a specified time or until the happening of a specified event. ``(3) The Board may at any time vary or revoke a determination made under subsection (2), including such a determination that has been varied at least once before. ``(4) A determination in force under subsection (2) has effect accordingly.''. Amendment (227) is consequential upon conferring of a right of appeal to the Administrative Appeals Tribunal (AAT) against decisions of the Board. It determines when a decision of the Board comes into effect, namely when the auditor or liquidator is given notice of a suspension or cancellation of registration unless the AAT or the court makes a later time. Amendment (228), which is an amendment to the same clause, has a similar purpose to the previous amendment. It provides that the Board can determine that the suspension or cancellation of registration will take effect later than the time of giving notice to the auditor or liquidator to enable an application for revision of the Board's decision to be made to the AAT. Amendments agreed to. Clause, as amended, agreed to. Clause 1298 agreed to. Clause 1299 (Appeal from decision of Board). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.48) —I move: (229) Clause 1299, page 891, lines 34 to 44, omit the clause. This amendment is consequent upon changing the existing right to appeal to a court to a right of appeal to the Administrative Appeals Tribunal-The latter right being conferred by the new part 9.4a. Clause negatived. Clauses 1300 to 1314-by leave-taken together, and agreed to. Clause 1315 (Proceedings: how taken). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.49) —by leave-I move: (230) Clause 1315, page 904, line 40, omit ``only''. (231) Clause 1315, page 905, at the end of the clause add the following subclause: ``(3) Nothing in this section affects the operation of the Director or Public Prosecutions Act 1983.''. Under clause 1315 an Australian Securities Commission (ASC) delegate or a person authorised by the Minister has the sole duty to cause proceedings to be commenced for offences against the Bill. The proposed amendments will preserve the statutory functions and powers of the Director of Public Prosecutions in relation to offences against Commonwealth laws. In particular, the amendments clarify that the powers of the Director of Public Prosecutions to take over, carry on or terminate a proceeding for commitment for trial or summary conviction and to give directions with respect to the prosecution of offences will not be prejudiced. In accordance with Commonwealth prosecution policy the ASC will have to send the Director of Public Prosecutions a brief of evidence if it appears an offence may have been committed. The Director of Public Prosecution will have ultimate responsibility as to whether a prosecution should proceed. Similar amendments are proposed to the Australian Securities Commission Bill and the Close Corporations Bill. Amendments agreed to. Clause, as amended, agreed to. Clauses 1316 and 1317-by leave-taken together, and agreed to. Proposed new Part 9.4a. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.50) —I move: (232) After clause 1317, page 905, insert the following new Part: ``PART 9.4a-REVIEW BY ADMINISTRATIVE APPEALS TRIBUNAL OF CERTAIN DECISIONS Interpretation ``1317a. In this Part: `decision' has the same meaning as in the Administrative Appeals Tribunal Act 1975. Applications for review ``1317b. (1) Subject to this Part, applications may be made to the Tribunal for review of a decision made under this Act by: (a) the Minister; (b) the Commission; or (c) the Companies Auditors and Liquidators Disciplinary Board. ``(2) For the purposes of this Act and the Administrative Appeals Tribunal 1975, the Commission shall be taken to be a person whose interests are affected by a decision made under this Act by the Companies Auditors and Liquidators Disciplinary Board. Excluded decisions ``1317c. Section 1317b does not apply in relation to: (a) a decision in respect of which any provision in the nature of an appeal or review is expressly provided by this Act; (b) a decision that is declared by this Act to be conclusive or final or is embodied in a document declared by this Act to be conclusive evidence of an act, matter or thing; (c) a decision by the Minister to make, or to refuse to make, a declaration under subsection 112 (3); (d) a decision made by the Commission in the performance of a function, or in the exercise of a power, under section 342 or 350 or Division 8 of Part 5.6; or (e) a decision by the Commission to refuse to exercise a power under section 342 or 350 or Division 8 of Part 5.6.''. The amendment confers general jurisdiction on the Administrative Appeals Tribunal (AAT) to review decisions of the Minister, the Australian Securities Commission (ASC) and the Companies Auditors and Liquidators Disciplinary Board made under the legislation. This replaces the general jurisdiction of the courts under the cooperatives scheme legislation to review decisions on their merits. The main exceptions to the AAT review will be declarations made by the Corporations and Securities Panel of unacceptable conduct during a takeover-an AAT review is inappropriate given the special function of the Panel, which itself will be an independent body of experts; acts of the Commission relating to defunct companies or restoration of a company's name to the register; and quasi-legislative decisions such as accounting standards made by the Accounting Standards Review Board or decisions by the Minister declaring that an unincorporated body consisting of up to a specified number of persons may carry on a specified profession. Unlike other provisions conferring jurisdiction on the AAT, there will be no requirement for the decision-maker to notify persons affected by reviewable decisions of their right to an AAT review. This is because of the difficulty in identifying the persons affected and the fact that the business community could be expected to be well advised of its entitlements and should not require the same level of protection as individuals affected by other reviewable decisions. Of course, and ASC and other decision-makers could voluntarily notify individuals of their right to an AAT review in appropriate cases. Proposed new part agreed to. Clauses 1318 and 1319-by leave-taken together, and agreed to. Clause 1320 (Appeals from decisions of Commission). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.52) —I move: (233) Clause 1320, page 907, lines 7 to 19, omit the clause. The intention is to delete clause 1320, which provides for a review of decisions on their merits by the courts. As I have mentioned, this has been replaced by a right to an Administrative Appeals Tribunal review provided by new Part 9.4A of the Bill. Clause negatived. Clauses 1321 to 1328-by leave-taken together, and agreed to. Clause 1329 (Jurisdiction of Courts). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.53) —I move: (234) Clause 1329, page 914, lines 17 to 32, omit the clause. Clause 1329 deals with the jurisdiction of courts under the Bill. The jurisdiction of courts under all national scheme laws is covered by new part 12a of the Australian Securities Commission Bill and, therefore, this clause is no longer necessary. Clause negatived. Clause 1330 agreed to. Clause 1331 (Civil Proceedings not to be stayed). Mr LIONEL BOWEN —(Kingsford-Smith-Attorney-General) (11.54)-I move: (235) Clause 1331, page 915, line 12, omit `only', substitute `merely'. The amendment is intended to clarify the power of the courts to stay civil proceedings. A court will not be able to stay civil proceedings merely because they are disclosed by or arise out of the commission of an offence. However, the court will have a discretion to stay civil proceedings on other grounds, for example, if to do otherwise would prejudice a person's ability to get a fair trial. Amendment agreed to. Clause, as amended, agreed to. Clauses 1332 to 1344-by leave-taken together, and agreed to. Clause 1345 (Costs). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.54) —I move: (236) Clause 1345, page 923, line 3, omit `(11) and (12)', substitute `(10) and (11)'. This amendment corrects a cross-referencing error. References in clause 1345 (12) should be to the two immediately preceding subsections to ensure that the capacity under the Corporations Bill to make regulations which apply to both companies and close corporations is subject to any specific provision relating exclusively to close corporations in the Close Corporations Act. Amendment agreed to. Clause, as amended, agreed to. Clauses 1346 to 1348-by leave-taken together, and agreed to. Clause 1349 (General transitional provisions). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.55) —by leave-I move: (237) Clause 1349, page 923, line 36, omit ``for'', substitute ``for the''. (238) Clause 1349, page 924, line 6, omit ``has'', substitute ``had''. Amendment (237) is as a result of a typographical error and inserts `the' in the third last line on page 923 so that the clause will read `for the purposes of a law'. Amendment 238 to the same clause covers a typographical error and replaces `has' with `had' so that paragraph 1349 (1) (c) provides that anything done by the Ministerial Council under the provision of the existing law corresponding to the Corporations Bill `has effect as if it had been done by the Minister, under the Corporations Bill. Amendment agreed to. Clause, as amended, agreed to. Clause 1350 agreed to. Schedule 1 (Table A-Regulations for Management of a Company Limited by Shares). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.56) —by leave-I move: (239) Page 925, Schedule 1, Table A, regulation 1, omit subregulation 1 (3), substitute the following subregulation: ``(3) Except so far as the contrary intention appears in these regulations, an expression has, in a provision of these regulations that deals with a matter dealt with by a particular provision of the Act, the same meaning as in that provision of the Act.''. (240) Page 946, Schedule 1, Table B, regulation 1, omit subregulation 1 (3), substitute the following subregulation: ``(3) Except so far as the contrary intention appears in these regulations, an expression has, in a provision of these regulations that deals with a matter dealt with by a particular provision of the Act, the same meaning as in that provision of the Act.''. Government amendment (239) refers to table A articles. There is no change to the law. These amendments express more briefly and simply the proposition that if a company adopts table A articles it need not define all the terms used because they will have the same meaning as those words have if they are also used in the Act, unless it is clear from the context that when the word appears in the articles a different meaning is intended. Amendment (240) makes an identical amendment concerning table B articles as the previous amendment makes concerning table A articles. Table B articles are for a no-liability company and table A articles are for other companies. Amendments agreed to. Schedule, as amended, agreed to. Schedule 2 (Forms of Transfer of Marketable Securities and Marketable Rights). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.57) —by leave-I move: (241) Page 968, Schedule 2, Form 4, omit ``Register:''. (242) Page 972, Schedule 2, Form 8 omit ``Register:''. Amendment (241) deals with share transfer forms and deletes the requirement for the company's share register to be identified in part 1 of form 4. One consolidated transfer form is used by brokers. This is unnecessary because the shares or rights subject to the transfer will be sufficiently identified by the other details on the same part of the form, that is the details of the companies, descriptions of securities et cetera. Amendment (242) makes the same amendment to form 8 of the securities transfer forms as the immediately preceding amendment, namely 241, made to form 4; that is, it deletes the requirement for the requirement for the company's register to be identified. Amendments agreed to. Schedule, as amended, agreed to. Schedule 3 (Penalties). Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(11.58) —by leave-I move: (243) Page 974, Schedule 3, omit the penalty set out immediately under the heading referring to subsection 232 (4), substitute the following: ``Penalty: $5,000.''. (244) Page 976, Schedule 3, omit ``1 year'' from the penalty set out immediately under the heading referring to subsection 592 (6), substitute ``2 years''. (245) Page 977, Schedule 3, omit ``5 years'' from the penalty set out immediately under the heading referring to subsection 746 (4), substitute ``2 years''. (246) Page 977, Schedule 3, omit the heading referring to section 775 and the penalty set out immediately under that heading, substitute the following: ``Subsection 775 (6): Penalty: $1,000 for each day during all or part of which the contravention continues.''. (247) Page 978, Schedule 3, omit the heading referring to section 847 and the penalty set out immediately under the heading, substitute the following: ``Subsection 847 (5): Penalty: $1,000 for each day during all or part of which the contravention continues.''. (248) Page 978, Schedule 3, immediately before the heading referring to section 872 insert the following: ``Section 849: Penalty: $2,500 or imprisonment for 6 months, or both.''. (249) Page 978, Schedule 3, omit the heading referring to section 995 and the penalty set out immediately under the heading. (250) Page 980, Schedule 3, before the heading referring to section 1125, insert the following: ``Section 1123a: Penalty: $20,000 or imprisonment for 5 years, or both.''. (251) Page 980, Schedule 3, omit the heading referring to section 1139 and the penalty set out immediately under that heading, substitute the following: ``Subsection 1139 (5): Penalty: $2,500 or imprisonment for 6 months, or both.''. (252) Page 980, Schedule 3, omit ``5 years'' from the penalty set out immediately under the heading referring to section 1153, substitute ``1 year''. (253) Page 981, Schedule 3, omit the headings referring to sections 1258 and 1261 and the penalties set out immediately under those headings, substitute the following: ``Section 1256: Penalty: $20,000 or imprisonment for 5 years, or both. Section 1258: Penalty: $10,000 or imprisonment for 2 years, or both. Section 1259: Penalty: $20,000 or imprisonment for 5 years, or both. Section 1260: Penalty: $20,000 or imprisonment for 5 years, or both. Section 1261: Penalty: $2,500 or imprisonment for 6 months, or both. Section 1262: Penalty: $20,000 or imprisonment for 5 years, or both. Section 1263: Penalty: $20,000 or imprisonment for 5 years, or both. Section 1264: Penalty: $20,000 or imprisonment for 5 years, or both.'' These amendments concern the variation of penalties and rectify some inconsistencies between the penalties provided under the Bill and those provided under the cooperative scheme. Generally the Bill will provide the same level and type of penalties as does the cooperative scheme. Penalties for breaches of subclauses 775 (6) and 847 (5) by a securities exchange have been brought into line with the penalty for breaches by a futures exchange or clearing house, in subclause 1138 (10) and 1138 (11), to give some consistency across these industries. Amendments agreed to. Schedule, as amended, agreed to. Remainder of Bill-by leave-taken as a whole, and agreed to. Bill reported with amendments; report adopted. Thursday, 29 September 1988 Leave granted for third reading to be moved forthwith. Motion (by Mr Lionel Bowen) proposed: That the Bill be now read a third time. Mr MOORE(Ryan)(12.01 a.m.) —It is now 14 hours since debate on the Corporations Bill started. It has been what we might describe as lengthy, drawn out, protracted, tedious and all the rest of it. It is quite remarkable, What must be going on in the legislation committee of Cabinet to allow Bills such as this to come out in this form, unread-- Mr DEPUTY SPEAKER(Mr Leo McLeay) —Order! The honourable member for Ryan can speak to the matters that have been adopted by the House. He has to speak to the Bill itself as it has been adopted, not have general debate on matters-- Mr Beale —He is talking about the commas. Mr DEPUTY SPEAKER —The honourable member for Deakin might not be here long enough to participate in the debate if he continues. Mr MOORE —I am talking about all the amendments, all the corrections, that have been made to the Bill. It is quite remarkable that a Bill of this type and character can come out with 270-odd amendments, and take 14 hours, with a few subtractions, to get through the House. It is the responsibility of the Cabinet legislation committee to ensure that those sorts of things do not take place. It has not been a great month for the Attorney-General (Mr Lionel Bowen). He has gone down badly-- Mr DEPUTY SPEAKER —Order! The matters that the honourable member is debating are not allowed to be canvassed in the very constricted area of a third reading debate. The honourable member must speak to the Bill that was passed by the House at the second reading stage, not what happens with the Cabinet, the Attorney-General or anything such as that. Mr MOORE —I am getting to that, Mr Deputy Speaker. Mr DEPUTY SPEAKER —You had better get to it rather quickly. Mr MOORE —The effect of the legislation and of the amendments that have been brought about today have been the consequence of the advisings of the 36 faceless men. They advertised around Australia for brand new types of amendments or upgradings in relation to this legislation. They got 20 responses. From those 20 responses we dredged up 270 amendments. One really has to wonder what occurs. While this is going on, no less than four Government inquiries of one nature or another are taking place which will impinge on this legislation. On top of that, the Attorney-General himself said that in November he is to have a meeting with the State Attorneys-General to discuss this legislation. One might wonder what the background to it all is. The total package that has been brought forward involves massive rewrites of company law, significant changes to security legislation, and significant changes to the futures market, but what about the new reforms? What about the share buy-back scheme we have been looking at for nearly a year in the Ministerial Council for Companies and Securities? There is no action on that. Mr Lionel Bowen —Why not? Mr MOORE —It is not dealt with in the Bill. Where is it dealt with? The Attorney-General has discussed it in the Ministerial Council. Mr DEPUTY SPEAKER —Order! If the honourable member for Ryan himself admits that the matter is not in the Bill, he shall not canvass it. Mr Scott —Wake up to yourself. Mr MOORE —I tell you what, Scotty, you wake up this time-- Mr DEPUTY SPEAKER —Order! The honourable member for Ryan will address honourable members by their correct title. Mr MOORE —The Bill that we have put through is unacceptable to the Opposition. We hope that when it eventually goes to a Senate Committee or a joint committee, whichever it may be, it has an appropriate airing in the commercial world of Australia, right around the nation and in all the capital cities, so that the genuine operators of commercial enterprises will have a chance to present their cases on company law, securities laws and futures law. The evidence that has been brought forward to date and taken up in this legislation has been far too narrow and far too self-serving. Mr LIONEL BOWEN(Kingsford-Smith-Attorney-General)(12.05 a.m.) —in reply-The Bill was laid on the table in May to enable the public and others to participate. It was not dealt with by faceless people. It was dealt with by people in the real world of business. The amendments, of course, were substantial, but many of them dealt with typographical errors. I think this would be the first time that an Opposition has refused to allow typographical errors to be dealt with immediately. Mr DEPUTY SPEAKER —The Attorney-General will also address the Bill as it has been passed by the House. Mr LIONEL BOWEN —I am addressing the amendments and the way they were passed. This would be the first time that an Opposition has insisted that every typographical error be explained. I would have thought, if a second reading debate had some merit, that the honourable member for Ryan (Mr Moore) would have picked up the errors himself. He had the Bill for three months. Mr Moore —How does one get to know what is in the amendments? Mr LIONEL BOWEN —The honourable member would at least have known the errors. It has taken all this time to bring in a number of very incidental amendments which were explained to the honourable member for Ryan by my Department yesterday. He decided to teach the House a lesson tonight and for the first time in history to debate every amendment. He does not often appear here, but he has broken a record today on the basis of the amendments which he knew had to be moved. Question resolved in the affirmative. Bill read a third time. Motion (by Mr Beazley) proposed: That the House do now adjourn. Mr BEALE(Deakin)(12.07) —Mr Deputy Speaker- Motion (by Mr Beazley) agreed to: That the question be now put. Original question resolved in the affirmative. House adjourned at 12.07 a.m. (Thursday) The following notices were given: Mr West to move- That, in accordance with the provisions of the Public Works Committee Act 1969, the following proposed work be referred to the Parliamentary Standing Committee on Public Works for consideration and report: CSIRO North Ryde laboratories, site redevelopment, stage 1. Mr West to move- That, in accordance with the provisions of the Public Works Committee Act 1969, the following proposed work be referred to the Parliamentary Standing Committee on Public Works for consideration and report: Construction of new Communications and Recruit Schools at HMAS Cerberus, Cribb Point, Victoria. Mr Robert Brown to present a Bill for an Act to establish a Trust Fund for the purposes of the grant of financial assistance for the development and maintenance of land transport systems, and for related purposes. Mr Beazley to move- That the sessional order adopted by the House on 24 May 1988 relating to the duration of the ringing of the bells continue in effect for a further two sitting weeks after 29 September 1988. Mr West to move- That, in accordance with the provisions of the Public Works Committee Act 1969, the following proposed work be referred to the Parliamentary Standing Committee on Public Works for consideration and report: Construction of the National Biological Standards Laboratory, Symonston, ACT. Mr West to move- That, in accordance with the provisions of the Public Works Committee Act 1969, it is expedient to carry out the following proposed work which was referred to the Parliamentary Standing Committee on Public Works and on which the committee has duly reported to Parliament: Redevelopment of HMAS Coonawarra, Darwin. Mr Cross to move- That the House of Representatives speaking for the Government and people of Australia- (1) welcomes sailors and warships from many parts of the world joining our own Royal Australian Navy in the Bicentennial International Naval Review; (2) express its appreciation for the friendship and goodwill shown by all participating nations, and (3) trusts that the welcome extended by Australians not only in Sydney but in many other ports around Australia will build links of friendship and understanding which will assist all our navies and maintain the peace in the years ahead. The following papers were deemed to have been presented on 28 September 1988: Bass Straight Freight Adjustment Levy Act-Determination pursuant to subsection 6 (2), dated 6 September 1988. Liquified Petroleum Gas (Grants) Act-Determination pursuant to subsection 6a (3) fixing wholesale price of liquified petroleum gas, dated 20 September 1988.