The Corporate Law Economic Reform Program (Audit Reform & Corporate Disclosure) Act (CLERP 9) added substantial new provisions. The CLERP 9 Act amends a number of Acts, including the Corporations Act , to give effect to reforms aimed at restoring public confidence in corporate. THE CLERP 9 REFORMS THAT NEED TO BE UNDERSTOOD AND MANAGED. Introduction. In September , we witnessed a doubled barrelled response.

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Clerrp requirements There are mandatory “cooling-off” periods of up to two years before members of an audit firm or directors of an audit company may become an officer of an audited company. ASX proposed retaining its requirement that companies report on their main corporate governance practices in the Annual Report, and to do so by reference to the corporate governance principles set by the Council.

Clsrp Council established working groups to develop principles and forward them to the Council for endorsement and consolidation into best practice recommendations. Cleerp disclosure would include an explanation as to why the following non-audit services referred to in Professional Statement F1, if contracted, do not compromise auditor independence: Improved shareholder participation will be facilitated by electronic means including electronic proxy voting, internet broadcasting and related technologies by removing unnecessary legislative hurdles to the use of the technologies.

CLERP Paper No. 9: CLERP (Audit Reform and Corporate Disclosure) Bill

Protect the rights of shareholders; Recognise the interests of the general public; Ensure timely and accurate disclosure of all material matters affecting the company; Provide a framework for the board and management to pursue objectives that are in the best interests of shareholders and the company; Encourage the productive and efficient use of corporate resources; and Provide transparency and accountability for the use of corporate resources.

Monitor and assess the adequacy of the disciplinary procedures of the accounting bodies. ASIC will be given the power to impose financial penalties and issue infringement notices in relation to contraventions of the continuous disclosure regime CLERP 9 — Recommendation Report — Recommendation 9.

The civil penalty regime, however, is subject to a due diligence defence. Monitor and report on the nature and adequacy of the systems and processes used by audit firms to deal with issues of audit independence.


The Council identified the following activities for its work program: ASIC may issue infringement notices for contraventions of the continuous disclosure regime Applies; Immediately Whistleblowers Protection for employees, officers and contractors who report suspected breaches of the Corporations legislation to ASIC, the entity’s auditor or a director, secretary or senior manager of the entity.

In general terms, a person offering to sell a financial product within 12 months after the issue of the financial product where the product was first issued without a disclosure document is exempted in certain circumstances from the requirement to prepare a disclosure document. Promote a greater role for international standards in the Australian accounting standard-setting process where this would be in the best interests of both the private and public sectors of the Australian economy.

Applies; Immediately Termination payments Shareholder approval will be required for an agreement to pay a prospective executive or director a termination payment greater than their average salary for the last three years multiplied by years of service with an upper limit of seven years.

What changes are recommended to annual reports and financial disclosure by listed companies?

What changes are proposed to ensure auditor independence? Given that there have been no findings of systemic breakdown within the auditing profession, quite the contrary as recognised cler CLERP 9, there are concerns about the necessity for the mechanism of oversight proposed, the suitability of the FRC itself, and the degree of oversight envisaged.

Issuers of managed investment products that are continuously quoted securities will be permitted to issue transaction specific Product Disclosure Statements. Notice of meeting must advise members about the remuneration report resolution.

Shareholders and Investors Advisory Council Established.

CLERP 9 What you need to know Cover Story

Prohibition on more than one former partner of an audit firm or director of an audit company from being a director or taking a senior management position within an audited body at any cleerp time. The Council will issue statements of best practice corporate governance principles. The Council identified that good corporate governance must be designed to achieve the following outcomes: These were responsibilities will include: Accordingly, existing procedures should be reviewed.


It is unclear as to whether this proposed requirement is intended to apply to all flerp lodging financial reports with ASIC or only listed entities. Along with the ASX Guidelines for governance of listed entities, CLERP 9 clerpp in a wave of new rules governing matters as diverse as auditor qualifications and independence, executive remuneration and disclosure.

Expanded Financial Reporting Council. The secondary sales provisions have been amended. The issues identified by the Committee were: The guidelines will include material on best practice for: Continuous disclosure Expands the regime of civil penalty against officers clsrp in a contravention of the continuous disclosure rules. Oversight Not specifically stated Oversee auditing standard-setting arrangements. The Joint Parliamentary Committee on Public Accounts and Audit recommended that the Act be amended to require all publicly listed companies to have an independent audit committee and the Act prescribe the minimum requirements in regard to the role, responsibilities and composition cler; an audit committee Report — Recommendation 2.

Seek contributions towards the costs of the Australian accounting standard-setting process. Given that the Corporate Governance Council has only recently been established and its pivotal role under CLERP 9, it worth briefly recapping is role, work program and membership.

Further the harmonisation of Australian Accounting Standards with international standards. What are the Reports recommendations concerning audit committees?

Auditor must attend AGM. Australia will adopt accounting standards issued by the International Accounting Standards Board IASB for reporting entities under the law for accounting periods beginning on or after 1 Januaryin line with the European timetable. Share and Debenture Disclosure Requirements. Monitor and report on the nature and adequacy of the systems and processes used by audit firms to deal with issues of auditor independence.

Skip to main content. ASIC be provided with authority to investigate and address independence issues arising from these reports or from other sources Report — Recommendation 4. Additional Responsibilities Advice the accounting bodies on issues of independence.