AUSTRALIA INC.
ABN 52 057 832 827
Incorporated in Victoria under the Associations Incorporations Act 1981.
The liability of the Association’s members is limited.
Registration Number A0026236D
Postal address: Telephone (02) 9943 0554
P O Box R488 Facsimile: (02) 9943 0554
Royal Exchange Sydney NSW 1225 Mobile: 0414 685 214
Website: Email:
Newsletter No. 210
8April 2013
Contents in this issue include:
-Agenda - Joint Meeting –8April2013
- News from Divisions - Joint NSW, SA, VIC and QLD meeting –4March2013
-State Division Meeting Dates - 2013
Meeting Chairman: Martin Jones
Secretary: John Steel
Disclaimer: This periodical Newsletter is designed to keep readers abreast with current developments. It is not intended to be comprehensive. Readers are therefore advised that before acting on any matter arising herein, they should discuss the same with their advisers.
/ SECURITIES REGISTRARS ASSOCIATION OFAUSTRALIA INC.
ABN 52 057 832 827
Incorporated in Victoria under the Associations Incorporations Act 1981.
The liability of the Association’s members is limited.
Registration Number A0026236D
Postal address: Telephone: (02) 9943 0554
P O Box R488 Facsimile: (02) 9943 0554
Royal Exchange, Sydney NSW 1225 Mobile: 0414 685 214
Web site: Email:
NOTICE OF MEETING
(Venues)
Victoria New South Wales South Australia
National Australia Bank ASX Limited
Canberra Room
Level 1
20 Bridge Street
Sydney
(Please register at concierge desk on ground floor)
Dial in teleconference number for all parties : (02) 8298 8202 (wait till
answer) then dial passcode 3560
Date : Monday, 8April 2013
Time : 12.30pm to 2.00pm
Meeting Chairman : Martin Jones
AGENDA
This is to be a joint Victoria, New South Wales and South Australian meeting
-1. Notes from previous Division meeting
-2. Ban on Off-Market Transfers
-3. Foreign Account Tax Compliance Act (FATCA)
-4. Other Business
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1. Notes from previous Division Meeting
Appointment of Standing Proxy Form
It was agreed that the SRA would prepare an Appointment of a Standing Proxy form based on the current CIS version (pursuant to CIS approval) and insert this form on the SRA website.
4.1 Entitlements Rounding
A member requested clarification regarding the rounding of corporate action entitlements for calculations involving fractions and multiples.
Members agreed that common practice is to round up in the absence of any specific direction contained in the applicable documentation. It was noted that under a scheme of arrangement, general practice was to round down.
Other Business
A question was raised as to whether a shareholder’s full bank account details (BSB, account number and account name), if applicable, and HIN/SRN should be displayed on a dividend advice/statement.
Currently, CIS display the shareholder’s full bank account details, together with their relevant HIN or SRN.
Link display the shareholder’s bank account details but replace the first 5 digits of the account number with *****.
The HIN or SRN is displayed in full.
Another registry displays full bank account details but replaces the shareholder’s HIN/SRN with a customer number.
Given these differences, it was agreed to review this issue further.
2. Agenda Items
2. 1 ASX - Modernising the Timetable for rights issues – carried forward
No releases received from the ASX since submissions closed in August 2012.
2.2 Ban on Off-Market Transfers – carried forward
Industry bodies have voiced their concern about changes that may potentially tighten the rules related to the acquisition and disposal of listed and unlisted securities by self-managed superannuation funds (SMSFs) and related parties.
The concerns surrounding the draft legislation are:
- further clarity on what constitutes a qualified, independent valuer – particularly as this differs according to the type of SMSF asset
- guidance on the form of a valuation and the information it would need to contain
- how recent would a valuation need to be for trustees to comply with the new rules
- clarify on the definition of business real property and if it includes fixtures and fittings
- how the new rules would apply to unit trusts where an SMSF may sell down units to a related party over a period of time, and
- transfer of assets in the case of relationship breakdowns.
The ATO’s forthcoming publication of valuation guidelines, which was also recommended by the Super System Review, will provide guidance for obtaining valuations for related party transactions where there is no underlying market.
TheTax Laws Amendment (2013 Measures No. 2) Bill 2013: Self Managed Superannuation Funds and Related Partieswas introduced in the House of Representatives on 13 February, 2013 and referred to the Joint Committee on Corporations and Financial Services on 14 February, 2013. On 21 March 2013, it was referred to the House Standing Committee on Economics.
While it is expected that some form of transfer will still be possible after July 1, exactly what may be allowed has yet to be disclosed. The ban is still scheduled to start from 1 July 2013.
2.3 AGM Review by CAMAC
As previously reported, the government requested the Corporations and Markets Advisory Committee (CAMAC) to initiate a review of the laws relating to the Annual General Meeting and shareholder engagement with companies.
A discussion paper, seeking comments on a number of topics was released and submissions closed on 21 December, 2012.
36 submissionshave been received and roundtable discussionsare scheduled for 2013.
There have been no further updates released.
3.1Foreign Account Tax Compliance Act (FATCA) - update
As noted in previous Newsletters, the US Department of Treasury and the Internal Revenue Service (IRS) released the final regulations relating to the Foreign Account Tax Compliance Act (FATCA)on 17 January 2013.
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Effective for payments after December 31, 2012, all foreign financial institutions (FFIs) will be required to enter into disclosure compliance agreements with the U.S. Treasury and all non-financial foreign entities (NFFEs) must report and/or certify their ownership or be subject to the same 30 percent withholding.
Multinational financial institutions will need to make significant process and technology changes to comply with FATCA. While most FATCA provisions don’t take effect until the middle of 2013, many financial institutions have already begun to prepare.
Financial institutions should consider steps such as performing a current state assessment of their systems and operations; conducting gap analyses against their identified requirements; developing action plans to implement changes required for FATCA compliance and evaluating their legal entities to determine if they are FFIs or otherwise covered by FATCA.
As previously noted, withholding agents, including participating FFIs and registered-deemed compliant FFIs, generally will be required to implement new account opening procedures by January 1, 2014.
Members are urged to visit the irs website and ensure they are familiar with the requirements
4. Other Business
4.1 Anti-Money Laundering updates/changes
AUSTRAC has announced draft amendments to Chapter 56 of the AML/CTF Rules.
These draft amendments allow applicants to the Remittance Sector Register to obtain and retain a National Police History Check through an agency accredited by CrimTrac, as an alternative to the existing requirement that specifies only National Police Certificates. A public consultation period is open from 14 March 2013 to 11 April 2013.
4.2ASIC releases guidance on code approval under FOFA
ASIC release 13-037MR contains guidance on Future of Financial Advice (FOFA) codes of conduct. The guidance confirms the procedures for alternatives to the FOFA opt-in requirement and is in the form of an update to Regulatory Guide 183Approval of financial services sector codes of conduct(RG 183).
The guidance details how ASIC will approve codes and use its relief powers, and follows consultation last year, including a consultation paper released in October 2012 (refer:12-257MR).
4.3 Change of Company Registry
A member has requested that the following items be tabled for general discussion.
- How does a shareholder usually find out that the company has changed registry?
- Is there an statutory obligation (Corp Act or ASX Listing Rules) for the company or the new registry to advise all shareholders?
- Under what circumstances are the SRN changed?[Requiring a new Holding Statement].
- Is it the practice or the protocol to transfer all the data, i.e. banking details, that TFN has been lodged, email address, dividend notices, Notices of Meetings, annual reports advise format, history, etc.Is there a statutory requirement covering this?
- For Broker Sponsored holdings, does ASXSettlementsend out an updated ChessHolding Statement showing the new registry or wait until a change in holding occurs? If not, should it?FOR DISCUSSION.
NB ASX Listing Rule 3.15 states thatan entity must immediately tell ASX the following information.
3.15.1 A change of address of an office at which a register of its securities is kept.
The Company Secretary would generally undertake this task and communicate details(in writing) to ASX and the entity’s shareholders.
4.4Tax Laws Amendment (2013 Measures No 1) Bill: Taxation of Financial Arrangements (Stages 3 4 Part 1)
Consultation on the exposure draft legislation and explanatory materials was conducted between 10 January 2013 and 13 February 2013. Six submissions were received, including three confidential submissions.
As a result of concerns raised in these submissions, amendments were made to the Bill which was included in the Tax and Superannuation Laws Amendment (2013 Measures No. 2) Bill 2013, introduced into Parliament on 20 March 2013.
The Bill is currently before the House of Representatives.
4.5 Australian Business Names Registration update
ASIC has announced the publication of a National Business Names Guide which provides a step-by-step guide to help customers complete two of the main business names transactions, namelyregistering and renewing a business name.
Since the national business register went live on 28 May 2012, 213,891 business names have been registered and 5,737,965 business name searches have been conducted (as at 25 March 2013).
In addition to the business name registration service, ASIC Connect can be used to renew, cancel, transfer or update details of registered business names.
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4.6 13-047MR ASIC updated guidance on continuous disclosure
ASX and ASIC share the responsibility for regulating the continuous disclosure framework that applies to ASX-listed entities. The ASX updated rules were lodged with ASIC on 13 March 2013 and the Minister has a power to disallow the rule changes under s793E of theCorporations Act 2001.Unless disallowed, ASIC understands the ASX will have the updated rules and the guidance note come into effect on or around 1 May 2013.
4.7 High Frequency Trading (HFT)
On 18 March 2013, ASIC released a report (13-052MR)and a consultation paper that examine the impact of dark liquidity and high-frequency trading (HFT) on Australia's financial markets.
Report 331Dark liquidity and high-frequency trading(REP 331) and Consultation Paper 202Dark liquidity and high-frequency trading: Proposals(CP 202) focus on the quality of the market for capital raising and long term investment, and thus Australia's competitiveness as a regional financial centre.
The report found that public concerns over HFT appear to have been overstated and can be attributed to the increasing use of trading technology by investors generally.High-frequency trading is frequently equated to algorithmic trading. However, while high-frequency trading is a type of algorithmic trading, not all forms of algorithmic trading can be described as high frequency.
While the taskforce did not find systematic manipulation or abuse of markets by high frequency traders, it found that their trading strategies are commonly adopted by many other algorithmic traders, including the institutions.A member has asked what impact (if any) HFT has on a share registry.FOR DISCUSSION.
4.8 ePayments code: New era in electronic payments protection
On 20 March 2013, ASIC releasedreport 13-057MRadvising that the ePayments Code, has formally taken over from its predecessor, the Electronic Funds Transfer Code (the EFT Code), following an 18 month transition period.
The ePaymentsCode provides a best practice consumer protection regime for electronic payments and takes full effect from this date.
Changes to the Code include:
- a new regime to resolve mistaken internet banking payments
- tailored requirements for low value products (up to a maximum balance of $500); and
- plain English drafting that is product and technology neutral, making the Code applicable to all consumer electronic payment products.
The Code stipulates how subscribers should conduct themselves when dealing with their customers. Subscribers must warrant that they will comply with the Code in the terms and conditions they give to consumers.
Consumers should check if the banking or payment service provider that they are dealing with is a Code subscriber by either checking thelist of current Code subscriberswith ASIC orchecking the product’s terms and conditions.
4.9 CHESS Participant and Registry Bulletins
P2013/143–Technology Upgrade Releases for Clearing and Settlement Services
The above bulletin contains an update of the current schedule of technology upgrades planned for ASX’s Clearing and Settlement services. This bulletin updates the previous edition issued in October 2012.
Members seeking further details may contact the CHESS support desk on 1800 814 051 or email
Not always as it seems
A policeman stopped at a farm and said to the farmer, “I need to inspect your farm for illegally grown drugs.”
The farmer said, “OK.As long as you don’t go in that field over there.”
The policeman responded with a look of utter contempt.
“I think you’ll find, sir, that I have the authority of the police force behind me.”
He pulled out his badge. “See this? It means I’m allowed to go wherever I want. I’m in charge. Understand?”
The farmer nodded politely and went about his chores.
A short time later, he heard a loud scream.
He looked up to see the policeman running for his life, pursued by the farmer’s massive bull.
With every step, the bull was gaining ground and the policeman looked terrified.
The farmer threw down his tools, ran to the fence and shouted at the top of his lungs,
“Your badge – show him your badge!”
Please advise the Secretary or your state representative if you have any items you wish to have discussed at the meeting.
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Securities Registrars Association of Australia Inc
ABN 52 057 832 827
State Division Meeting Dates - 2013
Victorian Division
4 February 5 August
4 March 2 September
8 April 30September
6 May 4 November
3June 2 December (optional)
1 July
New South Wales Division
Meetings held at 12:30 pm4 February5 August
at: Australian Stock Exchange Ltd 4 March2 September
Level 18 April 30September
20 Bridge Street6May 4 November
Sydney 3June2 December (optional)
1 July
Queensland Division4 February5 August
4 March 2 September
8 April 30September
6 May 4 November
3June 2 December (optional)
1 July
Western Australian Division
13 February
10 April
12 June
14 August
9 October
11 December
South Australian Division
4 February5 August
4 March2 September
8 April 30September
6 May4 November
3June2 December (optional)
1 July
Annual General Meeting – 22 March 2013