As the pandemic continues to force the digital transformation of business, it is vital that corporate rules and regulations catch up, writes AICD head of Advocacy Louise Petschler.

    One of the most obvious impacts of COVID-19 on businesses and community services has been the fast-tracking of virtual operations to allow us to engage and work remotely. “Zoom fatigue” and internet outages aside, in a short period we have seen a real step change in virtual capability by organisations with corresponding shifts in community and consumer demand. The same change is now needed to update the physical and paper bias of the Corporations Act 2001 (Cth). This is one of the AICD’s regulatory reset priorities over the coming months.

    COVID-19 disruption highlighted legal barriers to holding virtual annual general meetings (AGM), the electronic delivery of notices of meetings, electronic signatures and execution of legal documents. In response to calls by the AICD and others, the Treasurer provided emergency relief until 5 November using his COVID-19 special powers, allowing virtual AGMs and e-communication. The AICD is calling for these changes to be made permanent to modernise the law.

    On AGMs, the AICD believes organisations should have the capacity to adopt the best format for meetings for their circumstances, members and stakeholders — physical, hybrid or virtual. Regulations should focus on the outcomes and purpose of meetings, not their delivery channel, enabling flexibility and technological neutrality. This is an issue for directors across all sectors.

    In the AICD’s recent COVID-19 member survey, there was support for making capacity to hold virtual general meetings a permanent reform, with strong backing from NFP directors and listed sectors. AGMs are a critical forum to hold companies and boards to account. Fresh thinking and more flexibility on AGMs may also help reinvigorate the format. While the law should permit virtual AGMs, it should not mandate them. And for organisations that choose virtual and hybrid formats, proactive steps will need to be taken to facilitate full participation by all members, including retail shareholders for listed entities. Feedback from AICD members on virtual AGMs held so far in 2020 is positive, including supporting participation by geographically diverse members and retail shareholders.

    The AICD is working with the Governance Institute on AGM reform. We have also joined The Law Society of NSW, Council of Small Business Organisations Australia, Australian Banking Association, BCA and others in calling for permanent digital friendly corporate settings.

    NFP fundraising fix needed

    Another priority for regulatory modernisation is not-for-profit fundraising. Our diverse NFP and charities sector is seeing rising demand for services and support. Yet the NFP sector is facing acute and worsening funding constraints. COVID-19 has made this challenge even more urgent. With opportunities for face-to-face fundraising curtailed, online fundraising is vital for the sector.

    Unfortunately, Australia’s complex and duplicative regulations make this a huge challenge. Different registration, notification and approval requirements operate across states and territories, making a simple online campaign or “donate now” button a compliance nightmare. The AICD has been a long-time supporter of fixing NFP fundraising rules. Greater certainty on funding and fundraising were high priorities for NFP directors in the AICD’s recent COVID-19 survey.

    In positive news, charitable fundraising regulators across Australia have committed to taking “a supportive and educative approach to compliance” for NFPs due to the impacts of COVID-19. A national working group is also examining permanent regulatory changes that will reduce red tape for fundraising across Australia.

    These are welcome first steps, but more is needed. The AICD will continue to advocate for change.

    AICD regulatory reset priorities

    The AICD is calling for a regulatory reset to support Australia’s economic recovery with fair, fit-for-purpose, modern regulations to assist directors governing for growth, including:

    • Better-balanced director liability settings that support diligent directors in taking considered risks, and reflect the role of the board in framing.
    • Modernised corporate laws that enable virtual AGMs and e-communication.
    • Reduced risk of opportunistic securities class actions for Australian companies.
    • NFP funding reform and certainty to support sector sustainability and services.

    Director IDs for life

    In one of the most significant changes to directorship in Australia, new director identification numbers (DIN) are set to roll out from next year. All directors will be required to hold a unique director identification number, called a director ID, which will follow them for life. Director IDs will verify identity and provide traceability of a director’s profile and relationships over their director career.

    Director IDs are tied to a new technology-neutral modern business registry regime combining existing registers and data standards. Director IDs are expected to be rolled out in the first half of 2021, with key details yet to be worked through on administration (proposed via MyGov) and publicly available information.

    The AICD supports director IDs — which should help combat illegal phoenixing — while also acknowledging the implementation challenge ahead in rollout across millions of directors. Importantly, the new register data standards also provide scope to address the AICD’s long-standing privacy concerns about director personal information being publicly available on registers. The AICD is participating in an industry working group formed by government and will provide detailed updates to members on the new obligations as they are finalised.

    2020 Queen’s Birthday Honours

    The AICD congratulates members recognised in the Queen’s Birthday Honours on 8 June 2020.

    Australian Capital Territory

    • OAM Prof Walter Abhayaratna MAICD
    • AM Alison Creagh GAICD
    • AM Air Cdre Graham Edwards GAICD
    • AM Dr Isaac Seidl GAICD
    • CSC Mark Welburn GAICD

    New South Wales

    • AM Elizabeth Christie MAICD
    • AO Ralph Evans FAICD
    • AM Prof Seamus Fagan MAICD
    • AM Prof Nicholas Fisk GAICD
    • CSC Bede Galvin MAICD
    • AO Diane Grady FAICD
    • AM John Hall FAICD
    • AC Belinda Hutchinson FAICD
    • OAM Ronald James GAICD
    • AM Peter Lancken FAICD
    • AM Ming Long GAICD
    • AO Prof Caroline McMillen MAICD
    • AM Gretel Packer MAICD
    • OAM Jenetta Russell GAICD
    • CSC Casey Scully-O’Shea GAICD
    • OAM George Shales MAICD
    • AM David Vaux FAICD
    • AM Terence Wetherall GAICD
    • AM Robert Whitfield FAICD
    • OAM Stuart Woodward GAICD
    • OAM Paul Zammit FAICD

    Northern Territory

    • AM Jeanette Anictomatis MAICD


    • AM Prof Kaye Basford FAICD
    • OAM Peter Costantini GAICD
    • AM Brian Cullen FAICD
    • AM Margot de Groot MAICD
    • OAM Rebecca Frizelle GAICD
    • AM Renita Garard GAICD
    • AM Ian Gillespie FAICD
    • AM Elizabeth Jameson FAICD
    • AM Mario Pennisi MAICD
    • OAM Mark Peters GAICD
    • PSM Michael Walsh MAICD

    South Australia

    • AM Charles Bailes MAICD
    • ESM Dermot Barry MAICD
    • AM Assoc Prof Susan Neuhaus FAICD
    • AM Elizabeth Perry FAICD


    • OAM Christopher Jones FAICD
    • OAM Michael King MAICD
    • OAM Colleen McGann FAICD


    • AM Ian Allen FAICD
    • AM Penelope Armytage AAICD
    • AM Assoc Prof Christopher Baker GAICD
    • AM Jennifer Batrouney MAICD
    • AO Christine Christian MAICD
    • OAM Lynette George MAICD
    • OAM Simon Gipson FAICD
    • AM Barbara Green MAICD
    • AO Prof Ian Harper FAICD
    • AM Vincent Kelly MAICD
    • AM Antoinette Kimmitt MAICD
    • OAM Graham Ludecke MAICD
    • AO Allan McCallum FAICD
    • OAM John Mooney MAICD
    • AO Hon Dr Denis Napthine MAICD
    • AO Julien O’Connell FAICD
    • AM Genevieve Mary Overell FAICD
    • AM Timothy Piper MAICD
    • AM Jerril Rechter FAICD
    • OAM Katrina Reynen GAICD
    • AM Prof Andrew Roberts MAICD
    • AM Dr Ian Sare FAICD
    • AM William Scott FAICD
    • AM Anthony Snell MAICD
    • OAM Dr Laurie Warfe GAICD
    • AM Andrew Weidemann MAICD
    • AO Prof Ingrid Winship FAICD

    Western Australia

    • AO Colin Beckett GAICD
    • PSM Michael Barnes MAICD
    • AO Denise Goldsworthy GAICD
    • AO Ronald Manners FAICD
    • AM Donna Shepherd FAICD
    • AO Prof Bryant Stokes MAICD

    Manila, Philippines

    • CDS Lt-Col Andrew Treble GAICD

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