Acting for You, May 2020

Over the last month, in addition to regularly liaising with regulators, government and other stakeholders, we have been speaking with our policy committee members about how the COVID-19 pandemic has been impacting them and their organisations.

Members have raised execution of documents, the impact of the two-person restriction on holding AGMs and the changeover to virtual board and board committee meetings as just some of the issues they are grappling with now.

In order to assist our members, Governance Institute has added a coronavirus — COVID-19 updates and resources hub to the resources section of our website.

We have curated this page as a central source of information and latest news related to coronavirus (COVID-19). We will be keeping it up-to-date with our latest guides, articles, webinars and media releases.

We have also created a dedicated email channel for our members to be in touch with suggestions of how Governance Institute can best provide support during this time. This support may be through creating specific resources such as guidance or articles, or our continued lobbying on matters that will better assist governance and risk management professionals — particularly in this current environment.

We look forward to hearing from you. Send us a message here

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Virtual board meetings

With most members working remotely, facilitating virtual board and board meetings is now a way of life. ICSA: The Chartered Governance Institute has published new guidance, produced jointly with Lorraine Young Board Advisory Services, on what constitutes good practice in the conduct of virtual board and committee meetings. The purpose of the guidance is to offer a brief guide to the practical and legal issues that need consideration, and to offer insight into how virtual meetings can be made as effective as possible. A link to this guidance is included in our coronavirus — COVID-19 updates and resources hub. I recommend it to members. 

COVID-19 and AGMs

Our joint guidance with the Australasian Investor Relations Association, COVID 19 and the impact on AGMs, developed with the assistance of the Business Law Council of the Law Council of Australia, continues to be a well-used resource for members. The guidance, issued on 20 March 2020, prior to the imposition of the two-person public meeting restriction, can be adapted for the current setting and contains useful matters companies need to take into account if proceeding with their AGM.

Companies will need to ensure that their AGM enables shareholders a reasonable opportunity to participate in the meeting. This includes a reasonable opportunity for shareholders to ask questions, make comments and to vote. We have produced a short video highlighting the key messages from the guidance. A link to the animation is here

On 16 April 2020, I chaired a panel discussion with Tim Paine FGIA FCIS, Joint Company Secretary, Rio Tinto and Sara Drury, General Manager, Redback Connect, which covered the impact the COVID-19 restrictions are having on AGMs. During the webcast, we provided practical guidance for contingency planning and had a look at how hybrid and online AGMs work. Members can view that webcast here. You can also look at our news story outlining answers to some of the questions raised during the webcast.

Execution of documents

Executing documents when staff are working remotely is proving to be a challenge for many of our members. 

In NSW, a new regulation means video conferencing technology like Skype, WhatsApp, FaceTime and Zoom can now be used in the witnessing of important legal documents like wills, powers of attorney and statutory declarations.

To facilitate the witnessing of NSW statutory declarations during COVID-19, the categories of people who are authorised to witness documents have been expanded to include those authorised under the Commonwealth Statutory Declarations Regulation, 2018. Under that regulation, members of Governance Institute are persons before whom a statutory declaration may be made.

#Fixfundraising and the impact of COVID-19

As charities face an estimated 20 per cent slump in fundraising revenue, sector leaders are reigniting the campaign to fix fundraising. 

A newly formed ‘Charities Crisis Cabinet’ has called for the introduction of a new set of mandatory COVID-19 charitable fundraising rules and a pause on existing state and territory rules for the duration of the crisis, to reduce red tape for organisations trying to fundraise. 

The new rules would require agreement by the Commonwealth and all states and territories and apply to all charities registered with the Australian Charities and Not-for-profits Commission. The Australian Consumer Law would still apply.

Governance Institute is a founding member of the #Fixfundraising coalition and supports the call by the crisis cabinet for an urgent reform of not-for-profit fundraising.

The statement by the Charities Crisis Cabinet can be found here.

Modernising business registers

In the February issue, we provided an update on the Modernising business registers program which will have a big impact on the day to day life of many of our members. Governance Institute is a member of the Government’s Business Advisory Group for the Modernising business registers project and has provided feedback on many aspects of the implementation of the new register system and the director ID. The project is being led by the ATO. Given the essential role the ATO is playing in dealing with the COVID-19 event, it has reduced the frequency of its meetings with advisory groups and stakeholders while continuing to progress key elements of the work program. The next meeting has been scheduled for late May 2020. We will continue to update members on the progress of this important project. 

ASX CHESS replacement project

COVID-19 has changed the landscape for many organisations, including ASX, which is experiencing increased volatility and trade volumes. Many companies affected by the project such as registries and brokers are unable to devote resources to CHESS Replacement at this time due to the need to divert their efforts to deal with COVID-19 issues.

ASX has now advised that it is re-planning the CHESS replacement timetable and will undertake stakeholder consultation in June 2020 on a new date for CHESS replacement implementation.

We will update members on the outcome of this consultation on the CHESS Replacement Project timetable.

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