Disclosure of proxy voting information by Australian managed investment schemes

The US Securities and Exchange Comission requires registered management investment companies to disclose how they vote proxies relating to portfolio securities they hold. The primary purpose of this rule is to enable fund investors to monitor the role of institutional shareholders in the corporate governance practices of public companies. In Australia, despite reform proposals, there are no regulations requiring institutional investors to report proxy voting procedures and practises. There is little evidence of voluntary disclosure of proxy voting by Australian managed investment schemes in equities, indicating that there are costs involved in such disclosure.

The effect of national governance codes on firm disclosure practices : evidence from analyst earnings forecasts

This study examines whether voluntary national governance codes have a significant effect on company disclosure practices. Two direct effects of the codes are expected: 1) an overall improvement in company disclosure practices, which is greater when the codes have a greater emphasis on disclosure; and 2) a leveling out of disclosure practices across companies (i.e., larger improvements in companies that were previously poorer disclosers) due to the codes new comply-or-explain requirements. The codes are also expected to have an indirect effect on disclosure practices through their effect on company governance practices. The results show that the introduction of the codes in eight East Asian countries has been associated with lower analyst forecast error and a leveling out of disclosure practices across companies. The codes are also found to have an indirect effect on company disclosure practices through their effect on board independence. This study shows that a regulatory approach to improving disclosure practices is not always necessary. Voluntary national governance codes are found to have both a significant direct effect and a significant indirect effect on company disclosure practices. In addition, the results indicate that analysts in Asia do react to changes in disclosure practices, so there is an incentive for small companies and family-owned companies to further improve their disclosure practices.

Safer construction voluntary code of practice : implications for SMEs

The majority of Australian construction firms are small businesses, with 97% of general construction businesses employing less than 20 employees and 85% employing less than five employees (Lin and Mills, 2001; Lingard and Holmes, 2001). The Australian Bureau of Statistics’ definition of a small to medium enterprise was used for the purpose of this study (McLennan, 2000). This included small business employing less than twenty people and medium business employing less than 200 people. Although small to medium enterprises (SME) make up the major share of construction organisations in Australia, there is a paucity of published research in relation to occupational health and safety (OHS) issues for this group. Typically, SME organisations “are frequently undercapitalized and depend on continuous cash flow for their continued business” (Cole, 2003; 12). Research by Lin and Mills (2001) indicates that these factors influence the smaller operators’ ability and motivation to achieve high levels of OHS compared to larger firms which tend to integrate OHS into their management systems. According to Lin and Mills (2001; 137) small firms “do not feel the need to focus on OHS in their management systems, instead they often believe that the control of risk is the responsibility of employees”. This report documents findings from a qualitative research study that examined SME organisations’ views of a newly developed voluntary code of practice (VCOP), and ways in which they might implement the code in their businesses. The research also explored respondents’ awareness of current safety issues in industry in the context of their personal experiences.

Safer construction : the development of a voluntary code of practice to improve safety performance in the Australian construction industry

In Australia, between 1994 and 2000, 50 construction workers were killed each year as a result of their work, the industry fatality rate, at 10.4 per 100,000 persons, is similar to the national road toll fatality rate and the rate of serious injury is 50% higher than the all industries average. This poor performance represents a significant threat to the industry’s social sustainability. Despite the best efforts of regulators and policy makers at both State and Federal levels, the incidence of death, injury and illness in the Australian construction industry has remained intransigently high, prompting an industry-led initiative to improve the occupational health and safety (OHS) performance of the Australian construction industry. The ‘Safer Construction’ project involves the development of an evidence-based Voluntary Code of Practice for OHS in the industry.

Negotiating selves: exploring cultures of disclosure

If identity is a construct—and, more critically, a construct defined and developed through relationships with others in public and private spheres—then an understanding of the processes, mechanisms and platforms by which individuals disclose information about themselves is crucial in understanding the way identity, community and culture function, and the way individuals can intervene in the functioning of culture.

Disclosing disclosure : new challenges for financial communicators

Stockmarket regulators in Australia, Canada and the United States have all issued recent challenges to listed companies on their disclosure practices, questioning in many cases what has been long standing practice. Financial public relations counsellors are constantly called up to advise on the communication consequences of difference disclosure strategies. This paper will explore the challenges, faced by a group of financial communicators within seven Australia listed companies, in setting and enacting disclosure polices for the organisations. It will identify hey issues involved in communicating within a regulated environment, as well as address the implications of new technology for future practice.

Disclosure in insurance law : contemporary and historical economic considerations

This article examines the importance of accurate classification and identification of risk with particular reference to the problem of adverse selection. It is argued that, historically, this concern was the paramount consideration influencing standard form contract formation and disclosure laws. The scope of its relevance today however is less apparent in that contemporary insurance contracting is conducted in a vastly different environment from that which prevailed at the time Lloyd's was better known as a coffee house. Accordingly, the second part of this article looks at the contemporary framework of information disclosure and those dynamics within it designed to elicit information weighing on risk forecasting : specifically, (a) direct inquiry and testing requirements; (b) signaling - or incentive based structuring of insurance contractual and (c) bargaining in the shadow of the utmost good faith doctrine. Finally, certain conclusions arising out of contemporary and historical economic considerations underpinning disclosure in insurance law are outlined.

Disclosure under the prescribed insurance contracts regime : Section 35 of the Insurance Contracts Act 1984 and consumer protection revisited

Section 35 of the Insurance Contracts Act 1984 requires insurers offering insurance policies in six prescribed areas "to clearly inform" prospective insureds of any departure their policies may constitute from the standard covers established by the Act and its accompanying Regulations. This prescribed insurance contracts regime was designed to remedy comprehension problems generated by the length and complexity of insurance documents and to alleviate misunderstanding over the terms and conditions of individual policies. This article examines the rationale underpinning s 35 and the prescribed insurance contracts regime and looks at the operation of the legislation with particular reference to home contents insurance in Australia. It is argued that the means whereby disclosure of derogation from standard cover may be effected largely negates the thrust of the prescribed insurance contract reform. Recommendations to address these operational deficiencies are made.

The insured's non-disclosure in the formation of insurance contracts : a comparative perspective

The requirements that an insured disclose all facts material to a transaction as well as not misrepresent material facts in the formation of an insurance contract are universal requirements of insurance law. The nature and extent of these obligations varies from one jurisdiction to the next. Disclosure in the insurance context is distinct from the general approach in commercial contracts, and in others between persons dealing at arm's length. It is the purpose of this article therefore to examine, on a comparative basis, the approaches adopted in the Anglo-Commonwealth context of England, Australia New Zealand and Singapore to the resolution of disclose issues in the formation of insurance contracts. Particular attention is focused on the Insurance Contracts Act 1984 (Australia) as this statue effects the most significant overhaul of the common law and the National Consumer Council in the United Kingdom has advocated that similar reforms be adopted.

Disclosure and concealment in consumer insurance contracts

This book provides an in-depth examination of the theoretical,legal, social and economic foundations to disclosure and concealment of information in relation to the formation of consumer insurance contracts. A comparative treatment of this issue is undertaken with particular attention given to the judicial and legislative approaches adopted in the United Kingdom, the United States of America, Australia and New Zealand.

Role of corporate governance in mitigating the selective disclosure of executive stock option information

We examine the nature and extent of statutory executive stock option (ESO) disclosures by Australian listed companies over the 2001 to 2004 period, and the influence of corporate governance mechanisms on these disclosures. Our results show a progressive increase in overall compliance from 2001 to 2004. However, despite the improved compliance, the results reveal managements’ continued reluctance to disclose more sensitive ESO information. Factors associated with good internal governance, including board independence, audit committee independence and effectiveness, and compensation committee independence and effectiveness are found to contribute to improved compliance. Similarly, certain external governance factors are associated with improved disclosure, including external auditor quality, shareholder activism (as proxied by companies identified as poor performers by the Australian Shareholders’ Association), and regulatory intervention.

Behavioural biases and information disclosure laws relating to residential property sales : narrowing the gap between existing laws and calls for future reforms

Market failures involving the sale of complex merchandise, such as residential property, financial products and credit, have principally been attributed to information asymmetries. Existing legislative and regulatory responses were developed having regard to consumer protection policies based on traditional economic theories that focus on the notion of the ‘rational consumer’. Governmental responses therefore seek to impose disclosure obligations on sellers of complex goods or products to ensure that consumers have sufficient information upon which to make a decision. Emergent research, based on behavioural economics, challenges traditional ideas and instead focuses on the actual behaviour of consumers. This approach suggests that consumers as a whole do not necessarily benefit from mandatory disclosure because some, if not most, consumers do not pay attention to the disclosed information before they make a decision to purchase. The need for consumer policies to take consumer characteristics and behaviour into account is being increasingly recognised by governments, and most recently in the policy framework suggested by the Australian Productivity Commission

Notification of data breaches under the continuous disclosure regime

Consumer personal information is now a valuable commodity for most corporations. Concomitant with increased value is the expansion of new legal obligations to protect personal information. Mandatory data breach notification laws are an important new development in this regard. Such laws require a corporation that has suffered a data breach, which involves personal information, such as a computer hacking incident, to notify those persons who may have been affected by the breach. Regulators may also need to be notified. Australia currently does not have a mandatory data breach notification law but this may be about to change. The Australian Law Reform Commission has suggested that a data breach notification scheme be implemented through the Privacy Act 1988 (Cth). However, the notification of data breaches may already be required under the continuous disclosure regime stipulated by the Corporations Act 2001 (Cth) and the Australian Stock Exchange (ASX) Listing Rules. Accordingly, this article examines whether the notification of data breaches is a statutory requirement of the existing continuous disclosure regime and whether the ASX should therefore be notified of such incidents.