Commonwealth Consolidated Acts

CORPORATE LAW ECONOMIC REFORM PROGRAM ACT 1999 - SCHEDULE 7

Australian Securities and Investments Commission Act 1989

1 Subsection 12GB(1)

Omit "Subdivision D or E (sections 12DA to 12ED)", substitute "Subdivision D (sections 12DA to 12DN)".

Note: The heading to section 12GB is altered by omitting "or E".

2 Paragraph 12GB(2)(a)

Omit "Subdivision D or E (sections 12DA to 12ED)", substitute "Subdivision D (sections 12DA to 12DN)".

3 Paragraph 12GB(3)(a)

Omit "Subdivision D or E (sections 12DA to 12ED)", substitute "Subdivision D (sections 12DA to 12DN)".

4 Subsection 12GB(4)

Omit "Subdivision D or E (sections 12DA to 12ED)", substitute "Subdivision D (sections 12DA to 12DN)".

5 Section 12GE

Omit "Subdivision D or E (sections 12DA to 12ED)", substitute "Subdivision D (sections 12DA to 12DN)".

6 Subsection 12GF(1)

Omit "Subdivision D or E (sections 12DA to 12ED)", substitute "Subdivision D (sections 12DA to 12DN)".

7 Subsection 12GI(1)

Omit "Subdivision D or E (sections 12DA to 12ED)", substitute "Subdivision D (sections 12DA to 12DN)".

8 Subsection 12GI(4)

Omit "Subdivision D or E (sections 12DA to 12ED)", substitute "Subdivision D (sections 12DA to 12DN)".

9 Subsection 12GI(4)

Omit "or E" (second occurring).

10 Paragraph 12GM(5)(b)

Omit "Subdivision D or E (sections 12DA to 12ED)", substitute "Subdivision D (sections 12DA to 12DN)".

11 Paragraph 12GN(1)(c)

Omit "Subdivision D or E (sections 12DA to 12ED)", substitute "Subdivision D (sections 12DA to 12DN)".

12 Section 123

Repeal the section, substitute:

123 Members to disclose certain interests to Minister

(1)

A member must, in accordance with this section, disclose to the Minister:

(a)

any direct or indirect pecuniary interest that the member has or acquires in:

(i)

a body corporate carrying on business in Australia; or

(ii)

a business in Australia; and

(b)

any direct or indirect pecuniary interest that the member has or acquires in interests (including securities, futures contracts or other financial products) regulated by the Commission; and

(c)

any agreement, understanding or expectation that the member will:

(i)

resume a previous business relationship (whether or not that relationship existed immediately before the member's appointment); or

(ii)

enter into a new business relationship;

when the member ceases to be a member; and

(d)

any severance arrangement or ongoing financial arrangement that takes account of an agreement, understanding or expectation that must be disclosed under paragraph (c).

(2)

For the purpose of paragraph (1)(b), interests are regulated by the Commission if the Commission has a function or power in relation to any aspect of the acquisition, holding, disposal or provision of the interests, or of interests of that kind.

(3)

In disclosing an indirect pecuniary interest in securities, futures contracts or other financial products, the member must identify the particular securities, futures contracts or products.

(4)

Paragraphs (1)(c) and (d) apply to agreements or understandings entered into, or expectations arising, before or after the member's appointment.

(5)

Paragraph (1)(c) does not require a member to disclose an expectation to enter into a new business relationship unless the member can identify the other party, or one or more other parties, to the relationship. Disclosure is required whether or not the field of business or legal nature of the relationship has been determined.

(6)

A disclosure under this section must be made in writing.

13 Paragraph 124(1)(b)

Omit "or other interest", substitute "interest, or a direct or indirect interest of any other kind,".

14 Paragraph 127(1D)(c)

Repeal the paragraph.

15 Subsection 135(4)

Repeal the subsection, substitute:

(4)

This section and subsection 18(3) of the Commonwealth Authorities and Companies Act 1997 have effect subject to a provision that a national scheme law of this or any other jurisdiction makes about money or property that vests in the Commission under such a law.

16 At the end of subsection 138(1)

Add:

; and (d) describe the performance indicators used by the Commission and the Commission's performance against those indicators.

17 After subsection 243D(5)

Insert:

(5A)

If a cash dealer communicates to the Director, under subsection (1), information about the cash dealer's suspicion in relation to a transaction to which the cash dealer is a party, the cash dealer must not, unless required to do so under the ASC Law, the Corporations Law or an Act of the Commonwealth, disclose to anyone else:

(a)

that the cash dealer has formed the suspicion; or

(b)

that information has been communicated to the Director; or

(c)

any other information from which the person to whom the information is disclosed could reasonably be expected to infer that:

(i)

the suspicion had been formed; or

(ii)

the first-mentioned information had been communicated.

(5B)

If a cash dealer gives further information pursuant to a request under subsection (4), the cash dealer must not, unless required to do so under the ASC Law or an Act of the Commonwealth, disclose to anyone else:

(a)

that the information has been given; or

(b)

any other information from which the person to whom the information is disclosed could reasonably be expected to infer that the first-mentioned information had been given.

(5C)

A cash dealer who contravenes subsection (5A) or (5B) is guilty of an offence punishable, upon conviction, by:

(a)

a fine of not more than 120 penalty units or imprisonment for not more than 2 years, or both, if the cash dealer is a natural person; or

(b)

a fine of not more than 600 penalty units if the cash dealer is a body corporate.

(5D)

Neither subsection (5A) nor subsection (5B) prohibits a cash dealer from communicating or disclosing a fact or information referred to in either of those subsections:

(a)

to the Australian Stock Exchange Limited; or

(b)

to the Commission; or

(c)

to a body corporate approved under section 769 of the Corporations Law as a stock exchange; or

(d)

to a body corporate approved under section 770 of the Corporations Law as an approved securities organisation; or

(e)

in accordance with conditions imposed by the Minister when approving under section 770A of the Corporations Law a stock market for electronic trading of interests in a registered scheme; or

(f)

in accordance with conditions imposed by the Minister when declaring a specified stock market to be an exempt stock market under section 771 of the Corporations Law; or

(g)

to a body corporate approved under section 779B of the Corporations Law as a securities clearing house; or

(h)

to a body corporate approved under section 1126 of the Corporations Law as a futures exchange; or

(i)

in accordance with conditions imposed by the Minister when declaring a specified futures market to be an exempt futures market under section 1127 of the Corporations Law; or

(j)

to a body corporate approved under section 1131 of the Corporations Law as a clearing house for a futures exchange; or

(k)

to a body corporate approved under section 1132 of the Corporations Law as a futures association.

(5E)

Neither subsection (5A) nor subsection (5B) prohibits a cash dealer from communicating or disclosing to any court any information, or matter, referred to in that subsection, but this subsection does not affect the operation of subsection (5F).

(5F)

In any legal proceeding (other than a prosecution for an offence against subsection 29(1) or 30(1) of the Financial Transaction Reports Act 1988 (which relate to false and misleading information or incomplete information) as applied by subsection (7) of this section):

(a)

none of the following is admissible in evidence:

(i)

a report prepared (whether before or after the commencement of this subsection) under subsection (1);

(ii)

a copy of such a report;

(iii)

a document purporting to set out information contained in such a report;

(iv)

a document given under subsection (4); and

(b)

evidence is not admissible as to:

(i)

whether or not a report was prepared under subsection (1); or

(ii)

whether or not a copy of a report prepared under that subsection, or a document purporting to set out information contained in such a report, was given to, or received by, the Director; or

(iii)

whether or not particular information was contained in a report prepared under that subsection; or

(iv)

whether or not particular information was given under subsection (4).

(5G)

In subsection (5F):