This is a service specifically targeted at the needs of busy non-executive directors. We aim to give you a “heads up” on the things that matter for NEDs in the week ahead – all in two minutes or less.  

In this Edition, we consider ASIC’s reissued information sheet regarding notifying a market operator about directors’ interests in company securities, ASX’s reminders regarding the disclosure of securities issued under an employee incentive scheme, the Treasury Laws Amendment (2021 Measures No. 5) Bill 2021, newly announced COVID-19 relief packages and increased commitments towards net zero emissions targets by ASX200 companies. 

GOVERNANCE & REGULATION

Notifying a market operator about directors’ interests in company securities. Last week, ASIC reissued ‘Information Sheet 50: Notifying a market operator about directors’ interests in company securities’, which has been updated to reflect current penalties and to apply more broadly to “market operators” (as opposed to just the ASX). Directors of listed companies should familiarise themselves with this information sheet, as it explains when and how to notify a relevant market operator about relevant interests in company securities. It also explains the applicable penalties in circumstances where a director of a listed company fails to notify the relevant market operator about their relevant interests.  This reporting requirement is viewed by ASIC and ASX as a key component of the market integrity regime in Australia and any non-compliance is viewed very seriously.

ASX provides some reminders regarding securities issued under employee incentive schemes. Listed entities are reminded in ASX’s Listed@ASX Compliance Update 07/21 that they must notify ASX of the issue of equity securities under an employee incentive scheme to someone who is a member of key management personnel (KMP) or an associate of a KMP, within 5 business days of the issue; or to someone who is not a KMP or an associate of a KMP, within 10 business days of the end of the quarter in which they were issued. Companies should keep these comments in mind when issuing equity securities under any employee incentive scheme. 

LEGAL

Proposed amendments to clarify small business insolvency reforms draw close. The Environment and Communications Legislation Committee is due to release its report on the Treasury Laws Amendment (2021 Measures No. 5) Bill 2021 (No. 5 Bill) on Friday 27 August. Schedule 2 of the No. 5 Bill seeks to clarify the reforms released in January 2021 and provide cohesion by amending 15 Commonwealth Acts including the Corporations Act 2001 (Cth) and the Australian Securities and Investment Commission Act 2001 (Cth). Notably, the bill makes clear that only small businesses with non-complex liabilities are eligible to access the debt restructuring and simplified liquidation processes, and entities which are subject to prudential regulation by APRA are ineligible.

COVID-19 relief packages.  The Commonwealth, ACT, Victorian and Tasmanian governments have announced a raft of economic relief and support packages for businesses affected by the COVID-19 lockdowns. For example, eligible employing businesses in the ACT will see grants of up to $10,000 if turnover has decreased by 30% in the three-week lockdown. Similarly, Victoria will see Small Business COVID Hardship Fund payments increased from $10,000 to $14,000, along with automatic $5,600 payments to 110,000 businesses in Melbourne as part of the Business Costs Assistance Program. Tasmania’s relief package will include payments of between $2000 and $10,000 to eligible businesses who have experienced a 30% reduction in turnover. Businesses located in ACT, Victoria and Tasmania should familiarise themselves with these relief packages and consider whether their businesses are eligible to receive such relief.         

OVER THE HORIZON 

ASX200 companies committing themselves to net zero emission targets. As noted in last weeks’ Boardroom Brief, there is mounting pressure on Directors to address climate change head on, and consider how their companies contribute to climate change and how best to address the climate change risk moving forward. A recent survey conducted by the Australian Council of Superannuation Investors found that the number of ASX200 companies with net zero emissions targets have tripled from 14 in March 2020 to 49 in March 2021.  Given the current prominence of climate change issues on the world stage, we predict the number of ASX200 companies targeting net zero emissions to increase in the near future. However, Directors should be cognisant of the issues involved, including the need to be able to demonstrate a “reasonable basis” for forward looking statements on the company’s climate change ambitions.