Footnotes

[1] Exposure Draft Explanatory Memorandum, p.5.

[2] NRMA, Submission 29, p.1.

[3] Parliamentary Joint Committee on Corporations and Financial Services (2004) CLERP (Audit Reform and Corporate Disclosure) Bill 2003, Part 1 – Enforcement, Executive Remuneration, Continuous Disclosure, Shareholder Participation and related matters, p. 179.

[4] Chartered Secretaries Australia, Submission 10, p. 1.

[5] Australian Shareholders Association, Submission 4, p. 2.

[6] Proposed by the Australian Council of Super Investors (submission 9)

[7] Proposed by NSW Young Lawyers (submission 18)

[8] Proposed by the Finance Sector Union of Australia (submission 19)

[9] Australian Council of Trade Unions, Submission 14, p. 2. Mr James McConville (submission 25) expressed a similar view.

[10] Prof. Bottomley, Submission 20, p. 1. Similar views were expressed by Mr. Ted Rofe (submission 24).

[11] Mutual Strategies, Submission 15 , p. 15.

[12] Parliamentary Joint Committee on Corporations and Securities (1999) Report on Matters Arising from the Company Law Review Act 1998, p. 164.

[13] Macquarie Bank, Submission 13, p. 13.

[14] Mr Nigro, Transcript of Evidence, 28 April 2005, p. 72.

[15] Mr. O'Reilly, Transcript of Evidence, 28 April 2005, p. 4.

[16] Mr O'Reilly, Transcript of Evidence, 28 April 2005, p. 5.

[17] Blake Dawson Waldron Lawyers, Submission 21, pp 7-8.

[18] Exposure Draft Explanatory Memorandum, p.5.

[19] See Mr Sheehy, Transcript of Evidence, 28 April 2005, p. 11.

[20] See Mr Sheehy, Transcript of Evidence, 28 April 2005, p. 20, and Mr Rawstron, Transcript of Evidence, 28 April 2005, p. 72.

[21] Telstra Corporation, Submission 1, p. 2.

[22] Mr Matheson, Transcript of Evidence, 28 April 2005, p. 34.

[23] ASFA (submission 7), the Australian Council of Super Investors (submission 9), the ACTU (submission 14), the Financial Sector Union of Australia (submission 19), and the Commercial Law Association (submission 26) supported the 20 member proposal.

[24] Business Council of Australia, Submission 16, p. 6.

[25] National Institute of Accountants, Submission 22, p. 1.

[26] Exposure Draft Explanatory Memorandum, p. 8.

[27] Securities Institute of Australia, Submission 5, p. 2.

[28] Insurance Australia Group, Submission 11, p. 2.

[29] Macquarie Bank, Submission 12, p. 5.

[30] Australian Stock Exchange, Submission 28, p. 3.

[31] The classic English statement of this principle is Emmens v Pottle (1885) 16 QBD 354. For a more modern, Australian use of the principle, see Thompson v Australian Capital Television Pty Ltd (1996) 186 CLR 574. Thompson vs Australian Capital Television is particularly relevant as it relates to electronic republication (in this case by a television broadcast).

[32] Parliamentary Joint Committee on Corporations and Financial Services (June 2004) CLERP (Audit Reform and Corporate Disclosure) Bill 2003 Part 1 – Enforcement, Executive Remunerationn, Continuous Disclosure and related matters, p.166.

[33] Australian Shareholders' Association Ltd, Submission 4, p.4.

[34] For instance Submission 4, Australian Shareholders' Association Ltd, p.4; Submission 10, Chartered Secretaries of Australia, p.2; Submission 18, NSW Young Lawyers, p.6-7; Submission 21, Blake Dawson Waldron, p.8

[35] Australasian Investor Relations Association, Submission 3, p.3.

[36] Mr Munchenburg, Transcript of Evidence, 28 April 2005, p.24

[37] Thus far it seems that electronic voting has largely implied electronic proxy voting. There has evidently been very limited implementation of direct electronic voting. See Richard Alcock, Andrew Daly & Caspar Conde (2005), Electronic Proxy Voting in Australia, Allens Arthur Robinson, Sydney.

[38] Paul Myners (2004) Review of the Impediments to Voting UK Shares, Report to the Shareholder Voting Working Group, www.fsa.gov.uk

[39] Paul Myners (March 2005) Review of the Impediments to Voting UK Share: Progress – One Year On, www.fsa.org.uk, p.3; CREST (January 2005) Electronic Proxy Voting Update www.crestco.co.uk

[40] Mr Munchenburg, Transcript of Evidence, 28 April 2005, p.24

[41] IFSA, Submission 23, p.3. Deciding resolutions by poll rather than a show of hands was one of the recommendations of the Myners Review in the UK: Paul Myners (March 2005) Review of the Impediments to Voting UK Share: Progress – One Year On, www.fsa.org.uk, p.8.

[42] Mr Wilson, Transcript of Evidence 28 April 2005, p.40

[43] Mr Munchenburg, Transcript of Evidence 28 April 2005, p.33

[44] Mr Wilson, Transcript of Evidence 28 April 2005, p.40

[45] Exposure Draft Explanatory Memorandum, p.13

[46] BCA, Submission 16, p.9

[47] BCA, Submission 16, p.9

[48] Mr Keeves, Transcript of Evidence 28 April 2005, p.64

[49] Mr Munchenburg, Transcript of Evidence 28 April 2005, p.26

[50] Parliamentary Joint Committee on Corporations and Securities (1999) Report on Matters Arising from the Company Law Review Act 1998, p. 29.

[51] Commercial Law Association of Australia, Submission 26, p. 2, emphasis in original.

[52] Rofe, Submission 24, p. 10.

[53]   ACTU, Submission 14, p. 3.

[54] Submission No. 2, ANZ, p. 2 & Submission No. 29, NRMA, p. 3

[55] Submission No. 15, Mutual Strategies, p. 3

[56] Evidence to the Inquiry, Hansard p. CFS 24

[57] Submission No 4. Australian Shareholders Association, p. 4

[58] Submission No. 4, ASA, p. 5

[59] Submission No. 4, ASA, p. 5

[60]  Submission No. 9, Australian Council of Super Investors, p. 5

[61] Transcript of Evidence, Professor Stephen Bottomley, 28 April 2005, p. 48.

[62] Mr Ted Rofe, Submission 24, p. 3.

[63] OECD Principles of Corporate Governance  Draft Revised Text, January 2004, p. 7.

[64]      Australian Democrats, CLERP (Audit Reform and Corporate Disclosure) Bill 2003, Part 1,    Australian Democrats Minority Report, pp. 221-222