DIN should also cover company secretaries — Governance Institute
Governance Institute calls for Director Identification Number regime to be expanded to cover company secretaries
The Federal Government’s planned Director Identification Number (DIN) — a unique identifier that provides a complete view of a director’s companies as a way of deterring illegal phoenix activity — should be expanded to also cover company secretaries.
This was an argument put forward by Governance Institute of Australia in a submission lodged in response to the Government’s Modernising Business Registers Program Consultation Paper.
The submission also calls for all personal details of officeholders, such as residential addresses, birth dates and place of birth, to no longer be available on the public register.
“Governance Institute has long advocated for, and welcomes, the introduction of Director Identification Numbers. These numbers will be a unique identifier which a person will keep for life and will enable better tracking of directors of failed companies and prevent the use of fictitious identities”, said Acting Chief Executive Meegan George.
“The advantages of using the DIN to deter and penalise illegal phoenix activity intersects neatly with the advantages that it can provide to address the privacy and security concerns of officeholders who currently have their address, date and place of birth data publicly available on business registers,” Ms George stated.
“Similar to directors, company secretaries are officeholders required by the Corporations Act to provide their personal details to ASIC and we consider that the DIN regime should extend to them.”
In response to the Government’s Modernising Business Registers Program Consultation Paper, Governance Institute argued that the provision of a DIN removes the need to make address and date and place of birth data publicly available. It considers that open publication of birth dates, residential addresses and birthplaces serves no useful purpose other than for persons with criminal intent.
“We believe that while it is appropriate that ASIC request and retain the personal details of all officeholders on a database, such data should not be available on the public register. The public register should display the officeholder name, DIN and an address for service to enable legal papers to be served upon them,” Ms George said.
Summary of key DIN recommendations to the Modernising Business Registers Program Consultation Paper:
The Government should:
- adopt a method for verifying proof of identify for a DIN that is consistent across all agencies;
- allow a company secretary to be considered as an authorised agent to enable them to apply for DINs on behalf of another officeholder or to update personal details on the latter’s behalf;
- provide a company with a notification of changes to the DIN register concerning its directors and company secretary;
- ensure that the birth date, place of birth, and residential address of an officeholder are not publicly accessible, but only made available to regulators; and
- limit the public register display to the officeholder’s name, DIN, and service address.
For further information contact Rachel Waterhouse — Rachel.Waterhouse@governanceinstitute.com.au, (02) 8227 5916 or 0402 336 352.