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2008
THE PARLIAMENT OF THE COMMONWEALTH OF AUSTRALIA
HOUSE OF REPRESENTATIVES
GOVERNANCE REVIEW IMPLEMENTATION (AASB AND AUASB) BILL 2008
EXPLANATORY MEMORANDUM
(Circulated by the authority of the
Minister for Superannuation and Corporate Law,
Senator the Hon Nick Sherry MP)
Table of contents
Glossary ....................................................................................... 1
General outline and financial impact ....................................................... 3
Chapter 1 Introduction ................................................................... 5
Chapter 2 Schedule 1 -- Amendments ......................................... 7
Chapter 3 Schedule 2 -- Transitional provisions......................... 17
Index ..................................................................................... 23
Glossary
The following abbreviations and acronyms are used throughout this
explanatory memorandum.
Abbreviation Definition
AASB Australian Accounting Standards Board
ASIC Act Australian Securities and Investments
Commission Act 2001
AUASB Auditing and Assurance Standards Board
Bill Governance Review Implementation (AASB
and AUASB) Bill 2008
CAC Act Commonwealth Authorities and Companies
Act 1997
FMA Act Financial Management and Accountability
Act 1997
FRC Financial Reporting Council
Office of the AASB Office of the Australian Accounting
Standards Board
Office of the AUASB Office of the Auditing and Assurance
Standards Board
Public Service Act Public Service Act 1999
1
General outline and financial impact
Outline
The Governance Review Implementation (AASB and AUASB) Bill 2008
(the Bill) improves the corporate governance of the Australian Accounting
Standards Board (AASB) and the Auditing and Assurance Standards
Board (AUASB). The Bill also implements consequential amendments to
the functions and powers of the Financial Reporting Council (FRC).
Date of effect: The Act commences on the first 1 July occurring on or
after the day on which the Act receives the Royal Assent.
Financial impact: Nil.
Compliance cost impact: Nil.
Summary of regulation impact statement
Regulation impact on business
Impact: There is no regulation impact on business. A Regulation Impact
Statement exemption has been obtained.
3
Chapter 1
Introduction
Clause 1: Short title
1.1 The Act may be cited as the Governance Review Implementation
(AASB and AUASB) Act 2008.
Clause 2: Commencement
1.2 The Act commences on the first 1 July occurring on or after the
day on which the Act receives the Royal Assent.
Clause 3: Schedules
1.3 Each Act that is specified in a schedule to the Act is amended or
repealed as set out in the applicable items in the Schedule concerned, and
any other item in a Schedule to the Act has effect according to its terms.
5
Chapter 2
Schedule 1 -- Amendments
Outline of chapter
2.1 Schedule 1 amends the Australian Securities and Investments
Commission Act 2001 (the ASIC Act) to transfer the AASB and the
AUASB to the FMA Act framework.
Context of amendments
2.2 In 2007, Treasury finalised a review of the AASB's and
AUASB's governance arrangements. The review identified a range of
concerns with the current governance framework, including the AASB's
and the AUASB's current status as Commonwealth Authorities and
Companies Act 1997 (CAC Act) bodies. The review determined that the
CAC Act is not suited to the AASB and the AUASB for the following
reasons:
· the CAC Act is suited to bodies that have a commercial
purpose, whereas the AASB and the AUASB do not serve a
commercial purpose;
· the CAC Act is suited to bodies that have full power to act,
whereas the AASB and the AUASB may be subject to
ministerial direction in certain circumstances; and
· the CAC Act is suited to bodies that have the power to
appoint and terminate their Chair, whereas the Chairs of the
AASB and the AUASB are appointed by the Minister.
2.3 In addition, under the current governance arrangements, the
FRC is responsible for a range of administrative functions relating to the
two boards.
2.4 The Bill introduces a new governance structure which improves
existing accountability and governance arrangements of the AASB and
the AUASB.
7
Governance Review Implementation (AASB and AUASB) Bill 2008
Summary of new law
2.5 The Bill transfers the AASB and AUASB from the CAC Act to
the Financial Management and Accountability Act 1997 (FMA Act)
framework. Under the new arrangements, two agencies prescribed under
the FMA Act will be established to support the operations of the AASB
and the AUASB. The agencies will be referred to as the `Office of the
Australian Accounting Standards Board' and the `Office of the Auditing
and Assurance Standards Board'. Each FMA Act agency will comprise of
the Chair of the board, the other members of the board and the staff of the
board. The Chairs of the AASB and the AUASB will hold the position of
Chief Executive of their respective agency.
2.6 There will be no change to the current statutory functions
performed by the AASB and AUASB with respect to the development of
accounting and auditing standards. The amendments relate primarily to
enhancing the financial and administrative arrangements of the boards.
As part of the new arrangements, consequential changes will be made to
the FRC's functions in relation to the approval of financial and
administrative matters. The FRC will, however, maintain its current
strategic oversight role with respect to the boards.
2.7 This governance structure improves existing accountability and
governance arrangements, and will also enable the boards to maintain
their operational autonomy.
Comparison of key features of new law and current law
New law Current law
The AASB and the AUASB The AASB and the AUASB were CAC Act
will transfer to the FMA Act bodies and were bodies corporate.
framework, and will no longer
be bodies corporate.
The FRC will be responsible The FRC was responsible for financial and
for providing strategic administrative matters of the two boards in
oversight. It will undertake an addition to providing strategic oversight.
advisory role with respect to
financial and administrative
matters.
8
Schedule 1 -- Amendments
Detailed explanation of new law
Functions and powers of the FRC
2.8 The heading `Subdivision A -- The Financial Reporting
Council' is inserted before section 225. [Schedule 1, Item 3]
2.9 The Chairs of the AASB and the AUASB will be responsible for
managing the Office of the AASB and the Office of the AUASB
respectively. In particular, the Chairs of the AASB and the AUASB will
be responsible for approving their boards' priorities, business plans and
procedures and their Office's budgets and staffing arrangements
[Schedule 1, Items 24 and 28, sections 235D and 236DB].
2.10 The Bill amends paragraphs 225(2)(b) and 225(2A)(b) by
removing the requirement for the FRC to approve and monitor the
AASB's and the AUASB's priorities, business plans, budgets and staffing
arrangements, and replaces it with a requirement for the FRC to:
· give the AASB and the AUASB advice or feedback on the
their priorities, business plans and procedures; and
· give the Office of the AASB and the Office of the AUASB
advice or feedback on their budgets and staffing
arrangements.
[Schedule 1, Items 4 and 8, paragraphs 225(2)(b) and 225(2A)(b)]
2.11 The Office of the AASB and the AASB must have regard to this
advice or feedback [Schedule 1, Items 24 and 26, sections 235G and 236AA].
Likewise, the Office of the AUASB and the AUASB are also required to
have regard to this advice or feedback [Schedule 1, Items 28 and 30,
sections 236DE and 236EA].
2.12 If the Chair of the AASB or the AUASB takes action that is
inconsistent with any such advice provided by the FRC, he or she must
make a written record of the reasons for not following the advice, provide
a copy of the advice and the reasons to the Minister and include a copy of
the advice and the reasons in their annual report [Schedule 1, Items 24 and 28,
sections 235D and 236DB].
2.13 The Bill repeals paragraphs 225(2)(d) and 225(2A)(d) which set
out the requirement for the FRC to give directions, advice or feedback on
matters of general policy and on the AASB's and the AUASB's
procedures [Schedule 1, Items 5 and 9, paragraphs 225(2)(d) and 225(2A)(d)].
9
Governance Review Implementation (AASB and AUASB) Bill 2008
2.14 The Bill amends paragraphs 225(2)(j) and 225(2A)(j) by
removing the requirement for the FRC to periodically review the AASB's
and AUASB's level of funding and its funding arrangements. The FRC
will instead monitor the level of funding and the funding arrangements for
accounting and auditing standard setting processes. [Schedule 1, Items 6-7 and
10-11, paragraphs 225(2)(j) and 225(2A)(j)]
The AASB and the Office of the AASB
2.15 The Bill repeals section 226 which provided the AASB with
body corporate status. It is replaced with a new Subdivision B which:
· establishes the Office of the Australian Accounting Standards
Board [Schedule 1, Item 12, subsection 226(1)];
· provides that the Office of the AASB consists of the Chair of
the AASB, the other members of the AASB and staff of the
Office of the AASB [Schedule 1, Item 12, subsection 226(2)]. The
inclusion of board members as part of the Office relates
solely to ensuring that any financial obligations of members
are subject to the FMA Act. For the purposes of the Public
Service Act, the Chair of the AASB and the staff of the
Office of the AASB together constitute a Statutory Agency
[Schedule 1, Item 24, subsection 235E(6)]; and
· sets out the powers and functions of the Office of the AASB
[Schedule 1, Item 12, section 226A].
2.16 The Bill repeals note 2 of section 226, which provided that the
CAC Act applied to the AASB [Schedule 1, Item 12]. Note 1 of section 226
has been relocated to note 1 of section 227(1) [Schedule 1, Item 13,
subsection 227(1) (note 1)] and provides that the AASB was established under
the Australian Securities and Investments Commission Act 1989 and is
continued in existence by the Australian Securities and Investments
Commission Act 2001.
2.17 The Bill amends subsection 227(3) by transferring certain
financial and administrative functions and powers from the AASB to the
Office of the AASB. The AASB's functions and powers set out in
subsection 227(3) have been repealed [Schedule 1, Item 14, subsection 227(3)],
with the exception of the AASB's power to establish committees,
advisory panels and consultative groups -- this power will now rest with
both the AASB and the Office of the AASB [Schedule 1, Items 12 and 14,
paragraph 226A(2)(a) and subsection 227(3)]. The Bill transfers to the Office of
the AASB, the AASB's power to engage staff and consultants [Schedule 1,
Item 24, sections 235E and 235F], receive money contributed towards its
operating costs (or the AASB's operating costs) and do anything else that
10
Schedule 1 -- Amendments
is necessary for, or reasonably incidental to, the performance of its
functions [Schedule 1, item 12, paragraphs 226A(2)(b) and (c)].
The Office of the AASB
2.18 The Bill inserts a new subdivision AA dealing with the Office of
the AASB. The new subdivision sets out requirements relating to the
duties of the Chair of the AASB [Schedule 1, Item 24, section 235D], staff of
the Office of the AASB [Schedule 1, Item 24, section 235E], and consultants
and persons seconded to the Office of the AASB [Schedule 1, Item 24,
section 235F]. Staff of the Office of the AASB may be employed either
outside of the Public Service Act 1999 (the Public Service Act) or under
the Public Service Act [Schedule 1, Item 24, section 235E]. The Chair of the
AASB must determine, in writing, the Office of the AASB's Code of
Conduct, which applies to the Chair and all staff [Schedule 1, Item 24,
section 235E]. The Code of Conduct is not a legislative instrument
[Schedule 1, Item 24, section 235E]. The Code does not meet the definition of a
legislative instrument, and as such, this exemption is declaratory and does
not amount to an exemption from the Legislative Instruments Act 2003.
2.19 The new subdivision also provides that the Chair of the AASB is
not subject to direction by the AASB in relation to the Chair's
performance of functions, or exercise of powers under the FMA Act or the
Public Service Act in relation to the Office of the AASB [Schedule 1,
Item 24, section 235H].
2.20 The Chair of the AASB must, as soon as practicable after the
end of each financial year, prepare and give to the Minister, for
presentation to Parliament, a report on the operations of the AASB and the
Office of the AASB during the financial year [Schedule 1, Item 24,
section 235J].
The AUASB and the Office of the AUASB
2.21 The Bill inserts a new Subdivision C which:
· establishes the Office of the Auditing and Assurance
Standards Board [Schedule 1, Item 15, subsection 227AA(1)];
· provides that the Office of the AUASB consists of the Chair
of the AUASB, the other members of the AUASB and staff
of the Office of the AUASB [Schedule 1, Item 15,
subsection 227AA(2)]. The inclusion of board members as part
of the Office relates solely to ensuring that any financial
obligations of members are subject to the FMA Act. For the
purposes of the Public Service Act, the Chair of the AUASB
11
Governance Review Implementation (AASB and AUASB) Bill 2008
and the staff of the Office of the AUASB together constitute
a Statutory Agency [Schedule 1, Item 28, subsection 236DC(6)]; and
· sets out the powers and functions of the Office of the
AUASB [Schedule 1, Item 15, section 227AB].
2.22 The Bill amends subsection 227A by repealing
paragraphs 227A(2) and (3), as the AUASB will no longer be a separate
body corporate [Schedule 1, Item 17, subsections 227A(2) and (3)]. The Bill
retains paragraph 227A(1), which establishes the AUASB, although its
paragraph numbering has been removed as it is now the only paragraph
under the subsection [Schedule 1, Item 16, section 227A].
2.23 The Bill amends subsection 227B(2) by transferring certain
financial and administrative functions and powers from the AUASB to the
Office of the AUASB. The AUASB's functions and powers set out in
subsection 227B(2) have been repealed [Schedule 1, Item 18,
subsection 227B(2)], with the exception of the AUASB's power to establish
committees, advisory panels and consultative groups -- this power will
now rest with both the AUASB and the Office of the AUASB [Schedule 1,
Items 15 and 18, paragraph 227AB(2)(a) and subsection 227B(2)]. The Bill
transfers to the Office of the AUASB, the AUASB's power to engage
staff and consultants [Schedule 1, Item 28, sections 236DC and 236DD], receive
money contributed to its operating costs (or the AUASB's operating costs)
and do anything else that is necessary for, or reasonably incidental to, the
performance of its functions [Schedule 1, Item 15, paragraphs 227AB(2)(b)
and (c)].
The Office of the AUASB
2.24 The Bill inserts a new subdivision BAA dealing with the Office
of the AUASB. The new subdivision sets out requirements relating to the
duties of the Chair of the AUASB [Schedule 1, Item 28, section 236DB], staff of
the Office of the AASB [Schedule 1, Item 28, section 236DC], and consultants
and persons seconded to the Office of the AASB [Schedule 1, Item 28,
section 236DD]. Staff of the Office of the AUASB may be employed either
outside of the Public Service Act or under the Public Service Act
[Schedule 1, Item 28, section 236DC]. The Chair of the AUASB must
determine, in writing, the Office of the AUASB's Code of Conduct, which
applies to the Chair and all staff [Schedule 1, Item 28, section 236DC]. The
Code of Conduct is not a legislative instrument [Schedule 1, Item 28,
section 236DC]. The Code does not meet the definition of a legislative
instrument, and as such, this exemption is declaratory and does not
amount to an exemption from the Legislative Instruments Act 2003.
2.25 The new subdivision also provides that the Chair of the AUASB
is not subject to direction by the AUASB in relation to the Chair's
12
Schedule 1 -- Amendments
performance of functions, or exercise of powers under the FMA Act or the
Public Service Act in relation to the Office of the AUASB [Schedule 1,
Item 28, section 236DF].
2.26 The Chair of the AUASB must, as soon as practicable after the
end of each financial year, prepare and give to the Minister, for
presentation to Parliament, a report on the operations of the AUASB and
the Office of the AUASB during the financial year [Schedule 1, Item 28,
section 236DG].
Accounting Standards
2.27 The Bill makes a correction to the note to subsection 231(1) by
replacing an incorrect cross-reference to subsection 227(3) with a cross
reference to subsection 227(4). [Schedule 1, Item 19, subsection 231(1) (note)]
2.28 The Bill amends section 232 by removing the requirement for
the AASB to follow the general policy directions given by the FRC and
the requirement to take into account advice and feedback on matters of
general policy given by the FRC. The FRC will, however, continue to
have the power to issue broad strategic directions to the AASB, and the
AASB must follow such a direction. [Schedule 1, Item 20, section 232]
Auditing standards
2.29 The Bill amends section 234C by removing the requirement for
the AUASB to follow the general policy directions given by the FRC and
the requirement to take into account advice and feedback on matters of
general policy given by the FRC. The FRC will, however, continue to
have the power to issue broad strategic directions to the AUASB, and the
AUASB must follow such a direction. [Schedule 1, item 21, section 234C]
Annual reports
2.30 The Bill amends section 235B to remove the FRC's obligation
to give reports to the Minister on the operations of the AASB, the
AUASB, and their associated committees, advisory panels and
consultative groups (the Chairs of the AASB and the AUASB will be
responsible for providing these reports to the Minister). The FRC will
continue to have an obligation to give the Minister a report on the
operations of the FRC and its committees and advisory groups. [Schedule 1,
Item 22, paragraph 235B(1)(a)].
2.31 The FRC's report must include details of any advice or feedback
given by the FRC under paragraphs 225(2)(b) or (ba) or 225(2A)(b) or
(ba) during the year [Schedule 1, Item 23, paragraphs 235B(2)]. As noted in
paragraph 2.12 above, if the Chair of the AASB or the AUASB takes
13
Governance Review Implementation (AASB and AUASB) Bill 2008
action that is inconsistent with the FRC's advice, he or she must make a
written record of the reasons for not following the advice, provide a copy
of the advice and the reasons to the Minister and include a copy of the
advice and the reasons in their annual report [Schedule 1, Items 24 and 28,
sections 235D and 236DB].
2.32 The Bill does not preclude the report of the FRC (prepared under
section 235B), the report of the AASB and the Office of the AASB
(prepared under section 235J) and the report of the AUASB and the Office
of the AUASB (prepared under 236DG) being provided as one document.
In addition, the explanatory statement to the FMA Regulations will make
clear that the AASB and the AUASB are supported financially by their
respective Office, and as such, will be treated as a single entity for various
obligations under the FMA Act, including the requirement to prepare an
annual report. This may also be reflected in the Finance Minister's
Orders.
Disclosure of interests
2.33 If the Chair of the AASB or AUASB has or acquires any direct
or indirect pecuniary interest that conflicts or could conflict with the
proper performance of their functions, the Chair must give written notice
of the interest to the Minister. [Schedule 1, Items 27 and 31, paragraphs
236DA(1)(a) and 236J(1)(a)]
2.34 If a member of the AASB or AUASB (who is not the Chair) has
or acquires any direct or indirect pecuniary interest that conflicts or could
conflict with the proper performance of their functions, the member must
give written notice of the interest to the Chair of their respective board.
[Schedule 1, Items 27 and 31, paragraphs 236DA(1)(b) and 236J(1)(b)].
2.35 A member who has a direct or indirect pecuniary interest in a
matter being considered or about to be considered by the board must
disclose the nature of the interest to a meeting of the board [Schedule 1,
Items 27 and 31, subsections 236DA(2) and 236J(2)], as soon as possible after the
relevant facts have come to the member's knowledge [Schedule 1, Items 27
and 31, subsections 236DA(3) and 236J(3)]. The disclosure must be recorded in
the minutes of the meeting of the relevant board [Schedule 1, Items 27 and 31,
subsections 236DA(4) and 236J(4)]. The member must not be present during
any deliberation on the matter, and must not take part in any decision with
respect to the matter unless the Minister (if the member is the Chair) or
the Chair of the board (if the member is not the Chair) otherwise
determines [Schedule 1, Items 27 and 31, subsections 236DA(5) and 236J(5)].
14
Schedule 1 -- Amendments
Confidentiality
2.36 The Bill makes consequential amendments to subsection 237(1),
by providing that the Office of the AASB and the Office of the AUASB
(in addition to the FRC, the AASB and the AUASB) must take all
reasonable measures to protect from unauthorised use or disclosure
information given to it in confidence [Schedule 1, Item 32, subsection 237(1)].
Further consequential amendments are also made by inserting a reference
to the Office of the AASB and the Office of the AUASB in
paragraph 237(2)(b) [Schedule 1, Item 33, subsection 237(2)(b)].
Financial matters -- application of money
2.37 The Bill repeals section 238 relating to the application of money.
The FMA Act requirements will apply in respect of financial matters
[Schedule 1, Item 34].
Liability for damages
2.38 The Bill amends paragraphs 246(i) and (j) by extending the
exemption from liability for damages currently applying to the members,
staff and consultants of the AASB and AUASB, to also apply to:
· a member of staff of the Office of the AASB engaged under
section 235E; a consultant to the Office of the AASB
engaged under section 235F, or a person assisting the Office
of the AASB under subsection 235F(3); and
· a member of staff of the Office of the AUASB engaged
under section 236DC; a consultant to the Office of the
AUASB engaged under section 236DD, or a person assisting
the Office of the AUASB under subsection 236DD(3).
[Schedule 1, Item 35, paragraphs 246(1)(i) and (j)]
2.39 The Bill also amends paragraphs 246(2)(c) and (d) by extending
the exemption from liability for damages to a member of a committee,
advisory panel or consultative group established by either the AASB, the
AUASB, the Office of the AASB and the Office of the AUASB
[Schedule 1, Items 36 and 37, paragraphs 246(2)(c) and (d)].
15
Chapter 3
Schedule 2 -- Transitional provisions
Outline of chapter
3.1 Schedule 2 of the Bill outlines transitional arrangements to
transfer the AASB and the AUASB to the FMA Act framework.
Detailed explanation of new law
Definitions
3.2 The Bill defines several terms used in Schedule 2. [Schedule 2,
Part 1, Item 1]
Assets, liabilities and legal proceedings
Assets
3.3 The assets of the AASB and the AUASB immediately before the
commencement time will become the assets of the Commonwealth, and
are taken to be held by the Office of the AASB and the Office of the
AUASB for and on behalf of the Commonwealth. This will take effect
without any conveyance, transfer or assignment. The Commonwealth
becomes the successor in law in relation to these assets [Schedule 2, Part 2,
Items 2 and 3]. The Bill also contains provisions to facilitate the transfer and
registration of land and other assets [Schedule 2, Part 2, Items 4 and 5].
Liabilities
3.4 The liabilities of the AASB and the AUASB immediately before
the commencement time will also become the liabilities of the
Commonwealth without any conveyance, transfer or assignment. The
Commonwealth becomes the successor in law in relation to these
liabilities. [Schedule 2, Part 2, Items 2 and 3]
Substitution of Commonwealth as a party to pending proceedings
3.5 If any proceedings to which the AASB and the AUASB was a
party were pending in any court or tribunal immediately before the
17
Governance Review Implementation (AASB and AUASB) Bill 2008
commencement time, the Commonwealth is substituted for the AASB and
the AUASB, from the commencement time, as a party to the proceedings.
[Schedule 2, Part 2, Item 6]
Records
3.6 Any records or documents that, immediately before the
commencement time, were in the custody of the AASB are to be
transferred into the custody of the Office of the AASB at or after the
commencement time [Schedule 2, Part 2, Sub-item 7(1)].
3.7 Any records or documents that, immediately before the
commencement time, were in the custody of the AUASB are to be
transferred into the custody of the Office of the AUASB at or after the
commencement time [Schedule 2, Part 2, Sub-item 7(2)].
Reference to, and things done by or in relation to, the AASB or the
AUASB
References in instruments
3.8 The Bill provides that instruments (other than a standard or
guidance) in force immediately before the commencement time that
contain a reference to the AASB or the AUASB are taken to have effect as
if the reference were a reference to the Office of the AASB and the Office
of the AUASB respectively [Schedule 2, Part 3, Sub-items 8(1) & (2)] unless the
Minister or the regulations provide otherwise [Schedule 2, Part 3, Sub-
items 8(4) & (5)]. A determination made by the Minister is not a legislative
instrument [Schedule 2, Part 3, Sub-item 8(6)]. The determination does not
meet the definition of a legislative instrument, and as such, this exemption
is declaratory and does not amount to an exemption from the Legislative
Instruments Act 2003.
3.9 There is also an exception for instruments relating to assets and
liabilities covered by Items 2 or 3 of the transitional provisions [Schedule 2,
Part 3, Sub-item 8(3)].
Operation of laws
3.10 If, before the commencement time, a thing was done by or in
relation to, the AASB or the AUASB (other than making a standard or
guidance), then following commencement, the thing is taken to have been
done by, or in relation to, the Commonwealth [Schedule 2, Part 3, Sub-items
9(1) and 9(2)]. However, the Minister or the regulations may provide
otherwise [Schedule 2, Part 3, Sub-items 9(4) and 9(5)]. A determination made
by the Minister is not a legislative instrument [Schedule 2, Part 3,
18
Schedule 2 -- Transitional provisions
Sub-item 9(7)].The determination does not meet the definition of a
legislative instrument, and as such, this exemption is declaratory and does
not amount to an exemption from the Legislative Instruments Act 2003.
Reporting requirements relating to the AASB, the AUASB and the FRC
3.11 On commencement of the Bill, the reporting requirements will
change. The transitional provisions ensure that, following
commencement, the FRC, the AASB and the AUASB continue to have an
obligation to complete any pre-commencement reporting obligations for
the previous reporting period [Schedule 2, Part 3, Items 10-12]. Past practice
has been for the FRC to provide the reports of the AASB and the AUASB
to the Minister, as the FRC are taken to be the directors of the AASB and
the AUASB. The Bill does not seek to alter this practice for the final
report prepared under the CAC Act.
Continuing obligation to keep records
3.12 Section 20 of the CAC Act continues to apply after the
commencement time in relation to the accounting records kept by the
AASB and AUASB under that section before that time as if the Office of
the AASB and the Office of the AUASB were subject to that Act in place
of the AASB and AUASB respectively [Schedule 2, Part 3, Item 13].
Staff and consultants
Staff of the AASB
3.13 A person who was a member of the staff of the AASB
immediately before the commencement time is taken, at the
commencement time, to have been engaged by the Chair of the AASB as
a member of the staff of the Office of the AASB [Schedule 2, Part 4,
Sub-item 14(1)].
3.14 The person is taken to have been engaged on the same terms and
conditions as applied to the person immediately before the
commencement time [Schedule 2, Part 4, Sub-item 14(2)(a)]. The Bill does not
prevent the terms and conditions being varied after the commencement
time [Schedule 2, Part 4, Sub-item 14(5)].
3.15 The person is also taken to have an entitlement to benefits, in
connection with that engagement by the Chair of the AASB, that is
equivalent to the person's entitlement, as a member of the staff of the
AASB, immediately before the commencement time [Schedule 2, Part 4,
Sub-item 14(2)(b)]. The service of the person as a member of the staff of the
Office of the AASB is taken, for all purposes, to have been continuous
with the service, immediately before the commencement time, of the
19
Governance Review Implementation (AASB and AUASB) Bill 2008
employee as a member of the staff of the AASB [Schedule 2, Part 4,
Sub-item 14(3)].
The person is not entitled to receive any payment or other
benefit merely because he or she stopped being a member of the staff of
the AASB as a result of this Act [Schedule 2, Part 4, Sub-item 14(4)].
Staff of the AUASB
3.16 A person who was a member of the staff of the AUASB
immediately before the commencement time is taken, at the
commencement time, to have been engaged by the Chair of the AUASB
as a member of the staff of the Office of the AUASB [Schedule 2, Part 4,
Sub-item 15(1)].
3.17 The person is taken to have been engaged on the same terms and
conditions as applied to the person immediately before the
commencement time [Schedule 2, Part 4, Sub-item 15(2(a))]. The Bill does not
prevent the terms and conditions being varied after the commencement
time [Schedule 2, Part 4, Sub-item 15(5)].
3.18 The person is also taken to have an entitlement to benefits, in
connection with that engagement by the Chair of the AUASB, that is
equivalent to the person's entitlement, as a member of the staff of the
AUASB, immediately before the commencement time [Schedule 2, Part 4,
sub-item 15(2)(b)]. The service of the person as a member of the staff of the
Office of the AUASB is taken, for all purposes, to have been continuous
with the service, immediately before the commencement time, of the
employee as a member of the staff of the AUASB [Schedule 2, Part 4,
Sub-item 15(3)]. The person is not entitled to receive any payment or other
benefit merely because he or she stopped being a member of the staff of
the AUASB as a result of this Act [Schedule 2, Part 4, Sub-item 15(4)].
Consultants
3.19 A person in respect of whom an engagement as a consultant was
in force under paragraph 227(3)(a) or 227B(2)(a) of the old law
immediately before the commencement time is taken, at the
commencement time, to have been engaged as a consultant under
subsection 235F(1) or 236DD(1) (as the case requires) of the new law
[Schedule 2, Part 4, Sub-item 16(1)].
3.20 The person is taken to have been engaged on the same terms and
conditions as applied to the person immediately before the
commencement time [Schedule 2, Part 4, Sub-item 16(2)].
3.21 The Bill does not prevent those terms and conditions being
varied after the commencement time [Schedule 2, Part 4, Sub-item 16(3)].
20
Schedule 2 -- Transitional provisions
Other matters
Accounting standards and auditing standards etc remain unaffected
3.22 To avoid doubt, the Bill does not affect the validity of
accounting standards made or formulated by the AASB before the
commencement time [Schedule 2, Part 5, Sub-item 17(a)]. In addition, the Bill
does not affect the validity of auditing standards or guidance made or
formulated by the AUASB before the commencement time [Schedule 2,
Part 5, Sub-item 17(b)].
Membership of AASB and the AUASB unaffected
3.23 To avoid doubt, if, immediately before the commencement time,
a person's appointment as a member of the AASB or AUASB is in force,
the Bill does not affect the continuation of the person's appointment after
the commencement time [Schedule 2, Part 5, Item 18].
Liability for damages
3.24 If section 246 of the old law applied to a person in relation to an
act done or omitted before the commencement time, and section 246 of
the new law would not (but for this Bill) apply to the person, section 246
of the new law is taken to apply to the person in relation to the act or
omission [Schedule 2, Part 5, Item 19].
Exemption from stamp duty and other State or Territory taxes
3.25 If an asset or liability under Schedule 2 is transferred, then no
stamp duty or any other tax is payable under a law of a State or Territory
in respect of it, nor in relation to the operation of Schedule 2 in any other
respect [Schedule 2, Part 5, Item 20].
Constitutional safety net -- acquisition of property
3.26 If property is acquired under Schedule 2 from a person
otherwise than on just terms, the Commonwealth will be liable to pay a
reasonable amount of compensation to the person. If agreement cannot be
reached, proceedings can be instituted in a court to determine a reasonable
amount of compensation. [Schedule 2, Part 5, Item 21]
Certificates taken to be authentic
3.27 A document that appears to be a certificate made or issued under
a particular provision of Schedule 2 is taken to be authentic, and to have
21
Governance Review Implementation (AASB and AUASB) Bill 2008
been properly given, unless the contrary intention is established
[Schedule 2, Part 5, Item 22].
Delegation by Minister
3.28 The Minister may, by writing, delegate all or any of his or her
powers and functions under Schedule 2 relating to the AASB and the
Office of the AASB to the Chair of the AASB, the Secretary of the
Department or an SES employee or acting SES employee in the
Department [Schedule 2, Part 5, Sub-item 23(1)].
3.29 The Minister may, by writing, delegate all or any of his or her
powers and functions under Schedule 2 relating to the AUASB and the
Office of the AUASB to the Chair of the AUASB, the Secretary of the
Department or an SES employee or acting SES employee in the
Department [Schedule 2, Part 5, Sub-item 23(2)].
3.30 In exercising powers or performing functions under such a
delegation, the delegate must comply with any directions by the Minister
[Schedule 2, Part 5, Sub-item 23(3)].
Regulations
3.31 The Governor-General may make regulations prescribing
matters required or permitted by Schedule 2, or necessary or convenient to
be prescribed for carrying out or giving effect to Schedule 2 [Schedule 2,
Part 5, Sub-item 24(1)].
3.32 The Governor-General may also make regulations prescribing
matters of a transitional nature (including prescribing any saving or
application provisions) relating to the amendments or repeals made by
Schedule 1 [Schedule 2, Part 5, Sub-item 24(2)].
22
Index
Schedule 1: Amendments
Bill reference Paragraph
number
Item 3 2.8
Items 4 and 8, paragraphs 225(2)(b) and 225(2A)(b) 2.10
Items 5 and 9, paragraphs 225(2)(d) and 225(2A)(d) 2.13
Items 6-7 and 10-11, paragraphs 225(2)(j) and 225(2A)(j) 2.14
Item 12, subsection 226(1) 2.15
Item 12, subsection 226(2) 2.15
Item 12, section 226A 2.15
Item 12 2.16
Items 12 and 14, paragraph 226A(2)(a) and subsection 227(3) 2.17
Item 12, paragraphs 226A(2)(b) and (c) 2.17
Item 13, subsection 227(1) (note 1) 2.16
Item 14, subsection 227(3) 2.17
Item 15, subsection 227AA(1) 2.21
Item 15, subsection 227AA(2) 2.21
Item 15, section 227AB 2.21
Items 15 and 18, paragraph 227AB(2)(a) and 2.23
subsection 227B(2)
Item 15, paragraphs 227AB(2)(b) and (c) 2.23
Item 16, section 227A 2.22
Item 17, subsections 227A(2) and (3) 2.22
Item 18, subsection 227B(2) 2.23
Item 19, subsection 231(1) (note) 2.27
Item 20, section 232 2.28
Item 21, section 234C 2.29
Item 22, paragraph 235B(1)(a) 2.30
Item 23, paragraphs 235B(2) 2.31
Item 24, subsection 235E(6) 2.15
23
Governance Review Implementation (AASB and AUASB) Bill 2008
Bill reference Paragraph
number
Item 24, section 235D 2.18
Item 24, section 235E 2.18
Item 24, section 235F 2.18
Item 24, section 235E 2.18
Item 24, section 235H 2.19
Item 24, section 235J 2.20
Items 24 and 28, sections 235D and 236DB 2.9, 2.12, 2.31
Items 24 and 26, sections 235G and 236AA 2.11
Item 24, sections 235E and 235F 2.17
Items 27 and 31, paragraphs 236DA(1)(a) and 236J(1)(a) 2.33
Items 27 and 31, paragraphs 236DA(1)(b) and 236J(1)(b) 2.34
Items 27 and 31, subsections 236DA(2) and 236J(2) 2.35
Items 27 and 31, subsections 236DA(3) and 236J(3) 2.35
Items 27 and 31, subsections 236DA(4) and 236J(4) 2.35
Items 27 and 31, subsections 236DA(5) and 236J(5) 2.35
Item 28, subsection 236DC(6) 2.21
Item 28, section 236DB 2.24
Item 28, section 236DC 2.24
Item 28, section 236DD 2.24
Item 28, section 236DC 2.24
Item 28, section 236DF 2.25
Item 28, section 236DG 2.26
Items 28 and 30, sections 236DE and 236EA 2.11
Item 28, sections 236DC and 236DD 2.23
Item 32, subsection 237(1) 2.36
Item 33, subsection 237(2)(b) 2.36
Item 34 2.37
Item 35, paragraphs 246(1)(i) and (j) 2.38
Items 36 and 37, paragraphs 246(2)(c) and (d) 2.39
24
Index
Schedule 2: Transitional provisions
Bill reference Paragraph
number
Part 1, Item 1 3.2
Part 2, Sub-item 7(1) 3.6
Part 2, Sub-item 7(2) 3.7
Part 2, Items 2 and 3 3.3, 3.4
Part 2, Items 4 and 5 3.3
Part 2, Item 6 3.5
Part 3, Sub-items 8(1) & (2) 3.8
Part 3, Sub-items 8(4) & (5) 3.8
Part 3, Sub-item 8(6) 3.8
Part 3, Sub-item 8(3) 3.9
Part 3, Sub-items 9(1) and 9(2) 3.10
Part 3, Sub-items 9(4) and 9(5) 3.10
Part 3, Sub-item 9(7) 3.10
Part 3, Items 10-12 3.11
Part 3, Item 13 3.12
Part 4, Sub-item 14(1) 3.13
Part 4, Sub-item 14(2)(a) 3.14
Part 4, Sub-item 14(5) 3.14
Part 4, Sub-item 14(2)(b) 3.15
Part 4, Sub-item 14(3) 3.15
Part 4, Sub-item 14(4) 3.15
Part 4, Sub-item 15(1) 3.16
Part 4, Sub-item 15(2(a)) 3.17
Part 4, Sub-item 15(5) 3.17
Part 4, sub-item 15(2)(b) 3.18
Part 4, Sub-item 15(3) 3.18
Part 4, Sub-item 15(4) 3.18
Part 4, Sub-item 16(1) 3.19
Part 4, Sub-item 16(2) 3.20
Part 4, Sub-item 16(3) 3.21
Part 5, Sub-item 17(a) 3.22
Part 5, Sub-item 17(b) 3.22
Part 5, Sub-item 23(1) 3.28
25
Governance Review Implementation (AASB and AUASB) Bill 2008
Bill reference Paragraph
number
Part 5, Sub-item 23(2) 3.29
Part 5, Sub-item 23(3) 3.30
Part 5, Sub-item 24(1) 3.31
Part 5, Sub-item 24(2) 3.32
Part 5, Item 18 3.23
Part 5, Item 19 3.24
Part 5, Item 20 3.25
Part 5, Item 21 3.26
Part 5, Item 22 3.27
26
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