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.

The need for best practice standards in electronic governance of patient medical records to facilitate innovation

Background : Optimising the use of electronic data offers many opportunities to health services, particularly in rural and remote areas. These include reducing the effect of distance on access to clinical information and sharing information where there are multiple service providers for a single patient. The increasing compilation of large electronic databases of patient information and the ease with which electronic information can be transferred has raised concerns about the privacy and confidentiality of such records.
Aims & rationale/Objectives : This review aims to identify legal and ethical standards for areas of electronic governance where a lack of clarity may currently impede innovation in health service delivery.
Methods : This paper describes best practices for storage and transfer of electronic patient data based on an examination of Australian legislative requirements and a review of a number of current models. This will firstly allow us to identify basic legal requirements of electronic governance as well as areas of ambiguity not fully addressed by legislation. An examination of current models will suggest recommendations for best practice in areas lacking sufficient legal guidance.
Principal findings : We have identified the following four areas of importance, and shall discuss relevant details:
1) Patients' right of ownership to electronic patient records. 2) Custodial issues with data stored in centralised health care institutions 3) IT Security, including hierarchical level access, data encryption, data transfer standards and physical security 4) Software applications usage.
Discussion : Our examination of several models of best practice for the transfer of electronic patient data, both in Australia and internationally, identifies and clarifies many unresolved issues of electronic governance. This paper will also inform future policy in this area.
Implications : Clarification will facilitate the future development of beneficial technology-based innovations by rural health services.
Presentation type : Poster

Combined evaluation of workplace performance using occupants' subjective assessment and objective measurement of environmental conditions : a case study

The case study presents findings from a program of pre- and post-evaluations of buildings sponsored by the NSW government. The program aims to demonstrate leadership in the delivery of government accommodation and to provide feedback into the building design and management process.

The results from a combined evaluation of an ABGR 4.5 star government building using the KODO probe© occupant surveys and measures of environmental conditions, carried out by the Mobile Architecture and Built Environment Laboratory (MABEL) at Deakin University are summarised. In particular the paper will present the benefits of innovative performance evaluation of property for commercial benefit using the KODO productivity topographic maps©.

These maps isolate where facility solutions are needed as opposed to tenant/occupant solutions in order to optimise building and business outcomes with minimal capital investment.

Accuracy and precision assesment of stochastic simulation tools for springback variation

The sheet forming industry is plagued by inherent variations in its many input variables, making quality control and improvements a major hurdle. This is particularly poignant for Advanced High Strength Steels (AHSS), which exhibit a large degree of property variability. Current FE-based simulation packages are successful at predicting the manufacturability of a particular sheet metal components, however, due to their numerical deterministic nature are inherently unable to predict the performance of a real-life production process. Though they are now beginning to incorporate the stochastic nature of production in their codes. This work investigates the accuracy and precision of a current stochastic simulation package, AutoForm Sigma v4.1, by developing an experimental data set where all main sources of variation are captured through precise measurements and standard tensile tests. Using a Dual Phase 600Mpa grade steel a series of semi-cylindrical channels are formed at two Blank Holder Pressure levels where the response metric is the variation in springback determined by the flange angle. The process is replicated in AutoForm Sigma and an assessment of accuracy and precision of the predictions are performed. Results indicate a very good correspondence to the experimental trials, with mean springback response predicted to within 1 ° of the flange angle and the interquartile spread of results to within 0.22°.

Property development

David Cadman’s Property Development has long been the standard textbook on the commercial property development process in the UK, and with this fifth edition the book is brought completely up to date for a new generation of readers. Accessible to students of all disciplines within the built environment, the book is geared directly towards students of property development at undergraduate or graduate levels. It provides a clear and practical overview of the property development process, together with critical analysis of the key issues faced by property professionals today.

The fifth edition retains the established structure of previous editions, by focusing on land acquisition, development appraisal, finance, planning, construction, market research and promotion. Additionally, reflecting changes in practice, there is also new material on the environmental impacts of property development, with a chapter on Sustainable Property Development, and on the growth of international working in the property sector. Excellent case studies, which are enhanced by discussion questions, illustrate the process at work. This fully revised and updated edition of a classic text for all property development students will also be of interest to early career professionals and those pursuing a professional degree in the industry.

Australian property law: cases, materials and analysis

"CONTENTS: Concepts of Property; Possession and Title; Fixtures, Encroachment and Boundaries; Adverse Possession; The Doctrine of Tenure and Estates; Leases; Native Title; Equitable Interests; Priority Rules; The Torrens System; Unregistered Interests; Easements; Covenants; Mortgages; Co-ownership."--Provided by publisher.

Identifying linkages between generations and the property market : the effect on residential and retail property

In the analysis of property markets, especially the retail and residential sectors, increasing importance is being given to the role of demography. The impact of economic influences such as interest rate movements, inflation and changes in the labour market are well documented and although these variables are clearly important. they do not incorporate the changing characteristics of the local inhabitants who actually generate the demand. However, demography can provide an invaluable insight into retail and residential property trends, especially over the long term, and are assisted by reliable population datasets with a relatively high level of detail. For example, the emergence of the 'baby boom' generation and the trend towards geographical relocation had a substantial effect on demand for retail and housing products, although little consideration has been given to the effect from the subsequent cohorts, namely generations X,Y and Z. This paper examines the role of demography when researching property markets, with the focus placed on demographic shifts. It discusses trends in arange of demographic variables that have been observed in society. In addition, it highlights linkages with property markets, especially residential and retail property, and draws inferences for long term trends.The study concludes that when conducting research into property markets. it is essential to have a thorough understanding of various demographic variables to predict how they affect demand. An appreciation of the drivers behind generations will assist property researchers to identify future needs, and the subsequent effect this will have on community development involving retail and residential property.

Identifying linkages between generations and community development: the effect on residential and retail property

In the analysis of property markets, especially the retail and residential sectors, increasing importance is being given to the role of demography. The impact of economic influences such as interest rate movements, inflation and changes in the labour market are well documented and although these variables are clearly important, they do not incorporate the changing characteristics of the local inhabitants who actually provide the demand. However, demography can provide an invaluable insight into retail and residential property trends, especially over the long term, and are assisted by reliable population datasets with a relatively high level of detail. For example, the emergence of the 'baby boom' generation shift had a substantial effect on demand for retail and housing products, although little consideration has been given to the effect from the subsequent cohorts, namely generations X, Y and Z.

This paper examines the role of demography when researching property markets, with the focus placed on demographic shifts. It discusses trends in a range of demographic variables that have been observed in society. In addition, it highlights linkages with property markets, especially residential and retail property, and draws inferences for long term trends. The study concludes that when conducting research into property markets, it is essential to have a thorough understanding of various demographic variables to predict how they affect demand. An appreciation of the drivers behind generations will assist property researchers to identify future needs, and the subsequent effect this will have on community development involving retail and residential property.

Economic transition and commercial property markets : China and Poland

This paper discusses the economic transition and the property market emergence in transition economies. It compares the Chinese property market with the Polish market. It preliminarily examines market emergence and maturity in the context of economic transition, comparing the transitions with the emphasis placed on commercial property markets especially their formation and behaviour. Supply and demand for commercial space in China and Poland are also contrasted. As commercial property market behaviour is somewhat driven by market structure formation process and the business cycle, the transition has provided a “common ground” that enables similarities between the property markets in China and Poland. The challenge for state intervention is mainly due to the agency problem which is also a problem in mature markets; it appears that transitional economies do share common features in their emerging property markets. This paper suggests state intervention in market formation and emergence is necessary and essential. However the actual formation and behaviour of property markets have some distinctive characteristics. Value or implication of the study include: knowing the stage of market emergence is essential for making investment decisions, especially when identifying markets with varying backgrounds. This paper is also relevant to policy-makers in the process of facilitating transitions in emerging markets.

Examination of the "all hazards" approach to disaster management as applied to field disaster management and pre-hospital care in Australia

Disasters, emergencies, incidents, and major incidents - they all come back to the same thing regardless of what they are called. The common denominator is that there is loss of life, injury to people and animals and damage and destruction of property. The management of such events relies on four phases: 1. Prevention 2. Preparation 3. Response 4. Recovery Each of these phases is managed in a different way and often by different teams. Here, concentration has been given to phases 2 and 3, with particular emphasis on phase 3, Response. The words used to describe such events are often related to legislation. The terminology is detailed later. However, whatever the description, whenever prevention is not possible, or fails, then the need is to respond. Response is always better when the responders are prepared. Training is a major part of response preparation and this book is designed to assist those in the health industry who need to be ready when something happens. One of the training packages for responders is the Major Incident Medical Management and Support (MIMMS) Course and this work was designed to supplement the manual prepared by Hodgetts and Macway-Jones(87) in the UK. Included is what the health services responder, who may be sent to an event in which the main concern is trauma, should know. Concentration is on the initial response and does not deal in any detail with hospital reaction, the public health aspects, or the mental health support that provides psychological help to victims and responders, and which are also essential parts of disaster management. People, in times of disaster, have always been quick to offer assistance. It is now well recognised however, that the 'enthusiastic amateur', whilst being a well meaning volunteer, isn't always what is needed. All too often such people have made things worse and have sometimes ended up as victims themselves. There is a place now for volunteers and there probably always will be. The big difference is that these people must be well informed, well trained and well practiced if they are to be effective. Fortunately such people and organisations do exist. Without the work of the St John Ambulance, the State Emergency Service, the Rural Fire Service the Red Cross and the Volunteer Rescue Association, to mention only a few, our response to disasters would be far less effective. There is a strong history of individuals being available to help the community in times of crisis. Mostly these people were volunteers but there has also always been the need for a core of professional support. In the recent past, professional support mechanisms have been developed from lessons learned, particularly to situations that need a rapid and well organised response. As lessons are learned from an analysis of events, philosophy and methods have changed. Our present system is not perfect and perhaps never will be. The need for an 'all-hazards approach' makes detailed planning very difficult and so there will probably always be criticisms about the way an event was handled. Hindsight is a wonderful thing, provided we learn from it. That means that this text is certainly not the 'last word' and revisions as we learn from experience will be inevitable. Because the author works primarily in New South Wales, many of the explanations and examples are specific to that state. In Australia disaster response is a State, rather than a Commonwealth, responsibility and consequently, and inevitably, there are differences in management between the states and territories within Australia. With the influence of Emergency Management Australia, these differences are being reduced. This means that across state and territory boundaries, assistance is common and interstate teams can be deployed and assimilated into the response rapidly, safely, effectively and with minimum explanation. This text sets out to increase the understanding of what is required, what is in place and how the processes of response are managed. By way of introduction and background, examples are given of those situations that have occurred, or could happen. Man Made Disasters has been divided into two distinct sections. Those which are related to structures or transport and those related directly to people. The first section, Chapter 3, includes: • Transport accidents involving land, rail, sea or air vehicles. • Collapse of buildings for reasons other than earthquakes or storms. • Industrial accidents, including the release of hazardous substances and nuclear events. A second section dealing with the consequences of the direct actions of people is separated as Chapter 4, entitled 'People Disasters'. Included are: • Crowd incidents involving sports and entertainment venues. • Terrorism From Chapter 4 on, the emphasis is on the Response phase and deals with organisation and response techniques in detail. Finally there is a section on terminology and abbreviations. An appendix details a typical disaster pack content. War, the greatest of all man made disasters is not considered in this text.

Firms as adaptive organizations : the case of Australian trading banks

The conventional accounting notion of ‘going concern’ — that a firm will continue its business operations in the same manner indefinitely — has underpinned accounting practice for over one hundred years. This idea has provided a rationale for spreading costs over accounting periods and for deferring costs as assets in balance sheets. An alternative idea that is widely regarded as reliable in the literatures of economics and deliberate action is that firms continually adapt to changes in market and economic conditions. That is economic behaviour. The implications of that view of a firm for accounting have been systematically explored by Chambers (1966). While not examining those particular implications, many other accounting theorists have been critical of the conventional accounting idea of 'going concern' and of its impact on accounting practice. The two notions of ‘going concern’ - as static or adaptive enterprises - are examined by referring to the business operations of the four major Australian trading banks over the period 1983-1991. Banks were selected because they are commonly thought to be particularly ‘conservative’ organizations. The period 1983—1991 was chosen because it covers the era of deregulation of the Australian financial system. The evidence adduced by this study indicates that the Australian trading banks have continually adapted their organizational structures and business operations in the light of changes in technology, markets for financial services, government policies and domestic and global economic conditions. Illustrations of adaptive behaviour by banks ate drawn from their normal operating procedures such as the provision of products and services, loan services, acquisitions, sale of property, non-core banking operations and international banking. It is argued on analytical grounds that the cost basis of accounting does not yield financial statements that provide factual and up-to-date information about the financial capacity of firms to pay their debts and to continue trading generally; that is, to be going concerns. At any time, those financial capacities are determined by the amount of money commanded by a firm, including the money's worth of its assets, and by its level of debt. It is concluded on empirical grounds that the Australian trading banks, at least, are adaptive entities.

Definition and quantification of assets

The word ‘asset’ was originally taken into the English language, from the Latin ‘ad satis’ and French ‘asez’, as a term used at law meaning sufficient estate or effects to discharge debts. It later came to be used in the sense of property available for the payment of debts. Assets were understood to be property (objects owned and rights of ownership) that could be exchanged for cash. The importance of factual knowledge of the money equivalents of property and debts, in managing mercantile affairs, was emphasised in accounting manuals during the eighteenth and nineteenth centuries. The rights of investors and creditors to factual up-to-date information about the financial state of affairs of companies, given the advent of limited liability, underscored the early company legislation that required the preparation and auditing of statements of property and debts. During the latter part of the nineteenth century the emphasis in accounting moved away from assets as exchangeable property to assets as deferred costs. Expectations took the place of observables. The abstract (expectational) notion of assets as ‘future economic benefits’ was embraced by accountants in the absence of rigorous definitions of the elements and functions of dated statements of financial position and performance. Assets are quantified financially by a heterogeneous mass of potentially inconsistent rules that, by and large, have no regard for the empirical nature of measurement. Consequently, accountants have failed to provide the community with up-to-date factual information about the financial state of affairs and performance of business entities - and, hence, with an informative basis for financial action.

After hours schools as core to the spatial politics of in-betweeness

In this article the authors draw on a larger study in which their overall concern is to illustrate how diasporic identifications develop through a range of scales related to self, family, community, nation and beyond. They consider the Melbourne Greek community as an exemplar of diasporic experience and use it as a case study for their investigation, which is aimed at exploring how transcultural literacies relate to spaces which complicate and enrich identifications. In this article they consider the role of 'after hours' schools in the shaping of diasporic identities. These are community-based schools where Greek language and culture is taught. Commonly, classes are held on Saturday morning or in the evenings during the week. Such schools operate in classrooms that are rented from 'real' schools. By existing in spaces that are commonly occupied by mainstream day schools, students who attend 'after hours' schools experience a form of marginalisation that is also a right of passage. Here the authors argue that such 'in-between' spaces assist with the formation of 'in-between' identities that are emblematic of globalization.

Protecting the Tay Nguyen gongs : conflicting rights in Vietnam’s central plateau

This theoretically innovative anthology investigates the problematic linkages between conserving cultural heritage, maintaining cultural diversity, defining and establishing cultural citizenship, and enforcing human rights.

It is the first publication to address the notions of cultural diversity, cultural heritage and human rights in one volume. Heritage provides the basis of humanity’s rich cultural diversity. While there is a considerable literature dealing separately with cultural diversity, cultural heritage and human rights, this book is distinctive and has contemporary relevance in focusing on the intersection between the three concepts. Cultural Diversity, Heritage and Human Rights establishes a fresh approach that will interest students and practitioners alike and on which future work in the heritage field might proceed.

The relationship between building adaptation and property attributes

Using a database of building adaptation and property attributes this research examined every adaptation event in Melbourne's CBD between 1998 and 2008. The importance of property attributes was derived using a principal component analysis and a weighted index of optimal decision making attributes was proposed; the Preliminary Assessment Adaptation Model (PAAM). The findings indicate the relationship between property attributes is more complex than hitherto held. Overall physical attributes were found to be more important than others such as economic, environmental, legal and social attributes; however physical attributes alone are not important and are closely related to other attributes.