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

Opting out of shareholder governance rights: a new perspective on contractual freedom in Australian corporate law

One of the classic debates in corporate law relates to whether the rules of corporate law are ar should be 'mandatory', in that companies must comply, or 'enabling' - meaning a set of default rules which companies have the choice of adopting or 'opting out' of through alternative contractual arrangements. The so-called 'mandatory/enabling' debate has been especially prominent in the United States fro numerous reasons, yet has also received some attention in Australia. That said, the extent to which companies can 'opt out' of corporate law has rarely been considered as a practical issue in Australia - particularly whether Australian companies can 'opt out' of provisions under the Corporations Act ("the Act"). However, just recently, two high-profile events in Australia have made 'opting out' of corporate law a relevant issue, especially the question of whether companies are free to 'opt out' of provisions of the Corporations Act  which provide express governance rights to shareholders. These events were Boral's constitutional amendment in 2003 to restrict the ability of shreholders to propose amendments to the company's constitution, and the contemplation and introduction of so-called 'pre-nuptial' agreements- designed to by-pass the right of shreholders to vote on removing directors in public companies. In the light of these two recent events, in this article the authors revisit the mandatory/enabling debate. However, rather than going over old ground as to whether a mandatory or enabling approach to corporate regulation is desirable, the authors approach the issue from a fresh perspective: that Australian Securitiesand Investments Commission's ("ASIC") existing relief powers under the Act should be extended to provide a means for companies to opt out of provisions containing shareholder governance rights.

Yeast Rnt1p is required for cleavage of the pre-ribosomal RNA in the 3' ETS but not the 5' ETS

We have reexamined the role of yeast RNase III (Rnt1p) in ribosome synthesis. Analysis of pre-rRNA processing in a strain carrying a complete deletion of the RNT1 gene demonstrated that the absence of Rnt1p does not block cleavage at site A0 in the 5' external transcribed spacers (ETS), although the early pre-rRNA cleavages at sites A0, A1, and A2 are kinetically delayed. In contrast, cleavage in the 3' ETS is completely inhibited in the absence of Rnt1p, leading to the synthesis of a reduced level of a 3' extended form of the 25S rRNA. The 3' extended forms of the pre-rRNAs are consistent with the major termination at site T2 (+210). We conclude that Rnt1p is required for cleavage in the 3' ETS but not for cleavage at site A0. The sites of in vivo cleavage in the 3' ETS were mapped by primer extension. Two sites of Rnt1p-dependent cleavage were identified that lie on opposite sides of a predicted stem loop structure, at +14 and +49. These are in good agreement with the consensus Rnt1p cleavage site. Processing of the 3' end of the mature 25S rRNA sequence in wild-type cells was found to occur concomitantly with processing of the 5' end of the 5.8S rRNA, supporting previous proposals that processing in ITS1 and the 3' ETS is coupled.

Further observations on smart-card-based password-authenticated key agreement in distributed systems

This paper initiates the study of two specific security threats on smart-card-based password authentication in distributed systems. Smart-card-based password authentication is one of the most commonly used security mechanisms to determine the identity of a remote client, who must hold a valid smart card and the corresponding password to carry out a successful authentication with the server. The authentication is usually integrated with a key establishment protocol and yields smart-card-based password-authenticated key agreement. Using two recently proposed protocols as case studies, we demonstrate two new types of adversaries with smart card: 1) adversaries with pre-computed data stored in the smart card, and 2) adversaries with different data (with respect to different time slots) stored in the smart card. These threats, though realistic in distributed systems, have never been studied in the literature. In addition to point out the vulnerabilities, we propose the countermeasures to thwart the security threats and secure the protocols. © 2013 IEEE.

Determinants and pre-hire outcomes of social recruiting technology adoption and use: an Australian study

 Social Recruiting technologies such as LinkedIn and Twitter have been fast emerging as one of the modern recruitment methods. However, research on their effective usage is scarce and outpaced by organisational practice. The current study addresses this gap by investigating the drivers of SR technology adoption on one hand, and their pre-hire outcomes on the other.

Effect of cold plasma pre-treatment on photocatalytic activity of 3D fabric loaded with nano-photocatalysts: response surface methodology

In this study, the physico-chemical effects occasioned by the cold plasma discharge (CPD) on the photo-decolorization of Reactive Orange 16 (RO16) by 3D fabrics (spacer fabrics) loaded with ZnO:TiO2 nano-photocatalysts (nphs) were optimized via response surface methodology (RSM). CPD was employed to improve the surface characteristics of the spacer fabrics for nphs loading. Surface morphology and color variation were studied utilizing scanning electron microscopy (SEM) and CIE-Lab system, respectively. The effect of CPD on the wetting ability of the spacer fabrics was examined using dynamic adsorption measurement (DAM). Also, X-ray fluorescence (XRF) was utilized to investigate the durability of the nphs on the spacer fabrics. All the experiments were implemented in a Box-Behnken design (BBD) with three independent variables (CPD treatment time, dye concentration and irradiation time) in order to optimize the decolorization of RO16. The anticipated values of the decolorization efficiency were found to be in excellent agreement with the experimental values (R2 = 0.9996, Adjusted R2 = 0.9992). The kinetic analysis demonstrated that the photocatalytic decolorization followed the Langmuir-Hinshelwood kinetic model. In conclusion, this heterogeneous photocatalytic process is capable of decolorizing and mineralizing azoic reactive dye in textile wastewater. Moreover, the results confirmed that RSM based on the BBD was a suitable method to optimize the operating conditions of RO16 degradation.

Maternal depression, anxiety, body dissatisfaction and self-esteem: do they increase the risk of pre-schooler obesity?

An examination of the relationship between maternal depression, anxiety, body dissatisfaction and self-esteem, child feeding practices, and obesity risk in pre-schoolers. A systematic review revealed moderate associations between maternal depression and pre-schooler obesity risk, and a possible link between both maternal anxiety and body dissatisfaction and pre-schooler obesity risk. The empirical studies however, did not support a link between any of the measures of psychosocial health and pre-schooler obesity risk.