Removal of company directors in a climate of corporate collapses

The string of high-profile corporate collapses recently has provided a fresh insight into many important topics and issues in Australian corporations law. Notwithstanding this, one topic that continues to receive inadequate attention both in Australia and in foreign jurisdictions is the statutory removal of  directors. In an earlier article published in this journal, one of the present authors contributed towards addressing this lack of commentary on the topic by highlighting a number of peculiarities with the provisions under the then Corporations Law regulating the removal of directors in public and proprietary companies. Since that time, the CLERP amendments to the Corporations Law (now Corporations Act 2001) in 2000 introduced some interesting changes to the provisions dealing with the removal of directors in public and proprietary companies. In this article, the authors provide an explanation and critical analysis of these changes, and consider the recent Western Australian Supreme Court decision of Allied & Mining Process Ltd v Boldbow Pty Ltd [2002] WASC 195, which deals with some of the issues raised by the authors in relation to the CLERP amendments. According to the authors, whilst some of the peculiarities raised in the earlier article no longer exist post-CLERP, the current removal provisions still raise some important questions of interpretation.

Removal of directors of public companies takes centre stage in Australia : an exploration of the corporate law and governance issues

Increasing attention is being given to the legal and governance issues relating to the removal of directors in Australian public companies. This has been due mainly to the difficulties experienced by the board of National Australia Bank in attempting to remove one of its fellow directors, and the subsequent development of public companies entering into so-called 'prenuptial agreements' with new directors, requiring that the director 'resign' if the board pass a vote of no-confidence in the director. In this article, the author revisits the area of director removal in Australian public companies for two reasons. The first reason, which covers the majority of the article, is to engage in a detailed analysis of whether the pre-nuptial agreements which some public companies have indicated that they support using to remove directors, are in fact enforceable under Australia's Corporations Act The second reason is to outline a law reform proposal to enable public companies to remove directors without requiring the vote of shareholders at a general meeting. The proposal involves providing Australia' corporate  regulator, the Australian Securities and Investments Commission (ASIC) with the power to grant relief from the statutory removal provisions to public companies, but in a way which balances the competing objectives of commercial efficiency and shareholder participation and, very importantly, encourages good corporate governance practices by companies in relation to the performance assessment  of directors.

It is in the interests of both shareholders and directors to agree on a set of ground rules for the effective supervision of companies that reconciles the rights of the owners to overall control with the much tougher demands on modern directors

Counter-terrorism across the policing continuum

Over the past two decades private and hybrid forms of policing have grown considerably in Australia. As a result, governments have begun to recognize the role played by non-state police agencies and personnel in the provision of public order and safety, further extending and legitimizing non-state policing. In addition, the private ownership of critical infrastructure and 'communal spaces' has led to a central role for non-state police in the area of 'high policing' counter-terrorism. In response to changes to the auspices and providers of policing, state police were beginning to explore new ways of working with private and hybrid forms of policing, with the emergence of a new type of experiment in policing partnerships, the Police-Private Security Committee (POLSEC). This paper examines these trends and implications for ongoing developments in Australian policing.

Finding a 'safe' place on the risk continuum: a case study of pregnancy and birthing in Lao PDR (Lao People's Democratic Republic)

This paper addresses two questions. Firstly: are the risk regimes faced, and perceived, by pregnant women in rural Lao PDR substantially different from those experienced by pregnant women in western societies? Secondly, if the Lao experiences and perceptions are different, can improvements in maternal health in Lao PDR be achieved without Laotians inheriting the risk regimes of late modernity experienced by many women in western societies? Secondary analysis is undertaken of data collected in 2005 for the evaluation of a pilot maternity waiting home in Bolikhan, Lao PDR. The results suggest significantly different risk perceptions and experiences between Lao and western communities, based on contrasting views of embodiment, identity construction and cosmologies. In the Lao rural communities studied, there is little evidence yet of 'risk society' despite the introduction of western technologies and practices to improve maternal mortality and morbidity. It is argued that 'risk society' can be avoided.

The diet of powerful owls (Ninox strenua) and prey availability in a continuum of habitats from disturbed urban fringe to protected forest environments in south-eastern Australia

This study investigates the diet of six breeding pairs of powerful owls in the Yarra Valley Corridor in Victoria, Australia, and compares prey consumption with prey availability. The six sites represent a continuum of habitats, ranging from urban Melbourne, through the urban fringe interface to a more forested landscape. We found that powerful owls in the Yarra Valley Corridor are reliant almost exclusively on arboreal marsupial prey as their preferred diet, with 99% of their overall diet comprising four arboreal marsupial species. These four species (the common ringtail possum, common brushtail possum, sugar glider and greater glider) were also the most abundant species observed while spotlighting; however, their abundance varied along the continuum. There was a strong positive relationship with the presence of these species in the diet and their site-specific availability, indicating that the powerful owl is a generalist hunter, preying on the most available prey at a given site and in a given season. This study suggests that food resources are high in these disturbed urban fringe sites and it is unlikely that food availability in urban environments will limit the potential survival of urban powerful owls.

Removal of arsenic from contaminated soils using different salt extractants

This study presents an environmental-friendly and cost effective method for the extraction of arsenic from contaminated soils.
Laboratory experiments using inorganic salts, potassium phosphate (KH2PO4), potassium chloride (KCl), potassium nitrate (KNO3), potassium sulfate (K2SO4), and sodium perchlorate (NaClO4) were evaluated as arsenic extractants. An Andosol soil was artificially contaminated with arsenite [As(III)] and arsenate [As(V)]. The soil was washed in a batch process with different salt solutions in the pH range 3–11 for 24 hours at 20◦C. Among the various potassium and sodium salts tested, KH2PO4 was found to be highly effective in extracting arsenic from As(III)-soil attaining more than 80% and 40% from As(V)-soil in neutral pH range. Other salts were particularly ineffective in extraction of arsenic from both soils. More arsenic was extracted more from the As(III)-soil than the As(V)-soil.

Removal of VOCs by photocatalysis process using adsorption enhanced TiO2–SiO2 catalyst

Volatile organic compounds (VOCs) exist widely in both the indoor and outdoor environment. The main contributing sources of VOCs are motor vehicle exhaust and solvent utilization. Some VOCs are toxic and carcinogenic to human health, such as benzene. In this study, TiO₂–SiO₂ based photocatalysts were synthesized using the sol–gel method, with high surface areas of 274.1–421.1 m²/g obtained. Two types of pellets were used as catalysts in a fixed-bed reactor installed with a UV black light lamp. Experiments were conducted to compare their efficiencies in degrading the VOCs. Toluene was used as the VOC indicator. When the toluene laden gas stream passed through the photocatalytic reactor, the removal efficiencies were determined using a FTIR multi-gas analyser, which was connected to the outlet of the reactor to analyse the toluene concentrations. As the TiO₂–SiO₂ pellets used have a high adsorption capacity, they had dual functions as a photocatalyst and adsorbent in the hybrid photocatalysis and adsorption system. The experiments demonstrated that the porous photocatalyst with very high adsorptive capacity enhanced the subsequent photocatalysis reactions and lead to a positive synergistic effect. The catalyst can be self-regenerated by photocatalytic oxidation of the adsorbed VOCs. When the UV irradiation and feeding gas is continuous, a destruction efficiency of about 25% was achieved over a period of 20 h. Once the system was designed and operated into adsorption/regeneration mode, a higher removal efficiency of about 55% was maintained. It was found that the catalyst pellets with a higher surface area (421 m²/g) achieved higher conversion efficiency (100%) for a longer period than those with a lower surface area. A full spectrum scan was carried out using a Bio-rad Infrared spectrometer, finding that the main components of the treated gas stream leaving the reactor, along with untreated toluene, were CO₂ and water. The suspected intermediates of aliphatic hydrocarbons and CO were found in minimal amounts or were non detectable. The kinetic rate constants were calculated from the experimental results, it appeared that the stronger adsorption capacity, i.e. larger specific surface area, the higher conversion efficiency would be achieved.