In this edition, we discuss the climate transition guidance issued by the Australian Council of Superannuation Investors (ACSI) and Australian Institute of Company Directors (AICD), a decision of the Federal Court against former directors for dishonest conduct and misuse of company funds and the Takeovers Panel’s decision in relation to the affairs of New World Resources Limited (ASX: NWC) (New World).
In Over the Horizon, we discuss the upcoming Economic Reform Roundtable (Reform Roundtable) and its implications for Australian businesses and the broader economy.
Governance
AICD and ACSI publish joint roadmap for credible climate transition plans
On 16 July 2025 the ACSI and the AICD launched a guide titled ‘Governing for net zero: The board’s role in organisational transition planning’ to help boards respond to climate-related risks and opportunities. The resource is designed to assist directors to lead and oversee effective organisation responses to climate change, integrate climate transition planning into business strategy and understand the interactions between transition planning, directors’ compliance obligations and directors’ duties. Directors are encouraged to benchmark their organisations’ strategies against its recommendations and keep an eye out for complementary guidance which is expected to be released by Treasury later this year.
Legal
Former Berndale director sentenced for dishonest conduct and misuse of company funds
On 10 July 2025, ASIC announced that the Federal Court of Australia sentenced Mr Daniel Kirby to 2 years and 11 months’ imprisonment for dishonest conduct and misuse of company funds in connection with his role as a director of collapsed over-the-counter derivatives provider Berndale Capital Securities Pty Ltd (Berndale), Berndale Capital Securities Management Pty Ltd and Algoplus Pty Ltd. The Court found that Mr Kirby had deliberately disregarded his responsibilities as a director, including by providing false or misleading information to an auditor and undermining regulatory measures designed to protect consumers. Justice Abraham noted that offences of this nature erode trust in Australia’s financial markets and corporate regulatory system, with consequences extending beyond direct victims to the wider investing public. This case marks the first prosecution brought by ASIC in the Federal Court of Australia under its expanded corporate criminal jurisdiction and serves as a reminder of the intense regulatory scrutiny on the conduct of directors, particularly in the financial services industry.
Takeovers Panel declines to make declaration in New World Resources control dispute
As reported in our previous edition of Boardroom Brief, the Panel received an application from Kinterra Capital GP Corp II (in its capacity as general partner of the Kinterra Critical Materials & Infrastructure Opportunities Fund II, LP (Kinterra)) on 2 July 2025 in relation to the affairs of New World. New World is the subject of two control proposals: one from Kinterra and the other from Central Asia Metals PLC (CAML). Kinterra’s application centred on whether a proposed placement to CAML frustrated the auction for control of New World and whether CAML’s on-market acquisitions of New World shares on 20 June 2025 breached the Corporations Act or undermined market integrity. On 15 July 2025, the Panel announced it had declined to make a declaration of unacceptable circumstances in relation to Kinterra’s application. The Panel acknowledged concerns about the delay in notifying the market – specifically that the increase to CAML’s offer price was announced late on 20 June 2025, after CAML had made on-market purchases above the offer price – the Panel was not satisfied that the circumstances warranted a declaration. The Panel also found that New World’s subsequent termination of the proposed placement to CAML sufficiently addressed its concerns in relation to the placement. The decision highlights the Panel’s measured approach to intervention where remedial actions have been taken. The Panel will publish its detailed reasons for the decision in due course. On 16 July 2025, the Panel announced that it had received an application from Kinterra, seeking review of its decision. A review Panel has not been appointed at this stage.
Over the Horizon
Treasury’s reform summit: bold moves or business as usual?
On 19 to 21 August 2025, the Productivity Commission will convene a three-day Economic Reform Roundtable in Canberra, bringing together a cross-section of economists, industry leaders, union representatives and civil society voices. Backed by Federal Treasurer Jim Chalmers, the initiative aims to stimulate fresh thinking on how to lift Australia’s long-run productivity growth, build economic resilience and increase budget sustainability – all increasingly urgent priorities as economic momentum slows and real incomes stagnate. While broad consensus exists on the nature of the challenge, the path forward remains politically contested and there is some scepticism about whether entrenched positions will blunt the momentum needed for meaningful reform in areas such as industrial relations, technology adoption, skills and education, tax settings and competition dynamics. The Reform Roundtable presents both a policy risk and a strategic opportunity for the government. However, the broader risk is that inaction – or fragmented reform – may prolong a period of weak productivity and rising cost pressures for businesses. Boards should closely monitor policy signals emerging from the event and ensure they are positioned to adequately respond if proposals begin to crystallise, particularly around workforce and digital innovation.