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1.1 Centre
for Corporate Law 2003 annual report
The Centre for Corporate Law and
Securities Regulation at the University of Melbourne has published its 2003
annual report. Highlights in 2003 included:
1.
the
publication of 6 books covering significant issues such as corporate governance
and investment fiduciaries, securitisation, corporate law, and experts'
reports;
2.
an active
seminar program addressing topical issues in corporate law and corporate
governance;
3.
the
publication of research reports on topics such as managed investments, ASIC
enforcement patterns, and use of prospectuses by investors and professional
advisers;
4.
the obtaining
of new research grants;
5.
the
publication of the 76th issue of the monthly Corporate Law Bulletin which is the
leading publication of its type;
6.
the
supervision of 25 PhD theses, 5 SJD theses and 4 Master of Laws theses;
7.
an influential
role in the development of government and regulatory policy in relation to
corporate law and corporate governance (in particular, auditors' independence
and disclosure of fees in superannuation and other managed investments);
8.
continued
development of the Centre for Corporate Law website. Among other advances during
2003, the 2,000th judgment was added to the corporate law judgments website
hosted by the Centre for Corporate Law;
9.
coordination
of the University of Melbourne's graduate program in corporate law and
securities regulation, in which 35 subjects were taught in 2003 (one of the
largest international program of its type);
10. participation in the independent
task force commissioned by the International Federation of Accountants that lead
to publication of the report "Rebuilding Confidence in Financial Reporting";
and
11. participation in key government bodies such as the Takeovers Panel
and the Corporations and Markets Advisory
Committee.
The report is available on the
Centre's website at:http://cclsr.law.unimelb.edu.au/annual-report/index.html
 
1.2 Corporate Law Economic Reform Program (Audit Reform and
Corporate Disclosure) Bill passed by Parliament
On 25 June 2004, after extensive
debate, the Corporate Law Economic Reform Program (Audit Reform and Corporate
Disclosure) Bill was passed by Parliament. Several of the amendments
proposed by the Labor Party were agreed to by the Government.
(a) Amendments agreed to on 24
June
The key amendments to the Bill
which were passed on 24 June are as follows:
(i) Additional disclosures in
relation to executive remuneration including:
-
disclosure of
the performance conditions attaching to remuneration packages (including a
summary of the performance conditions; an explanation as to why the performance
conditions were chosen; if the performance conditions include factors external
to the company - a summary of those factors);
-
disclosure of
the value of options when granted, exercised and lapsed;
-
disclosure of
the percentage of the value of the person’s remuneration which consists of
options;
-
disclosure of
the duration of the contract for directors and executives;
-
disclosure of
the periods of notice required to terminate the contract for directors and
executives;
-
disclosure of
the termination payments for directors and executives;
-
disclosure of
the relationship between the remuneration policy and the company's performance
including the consequences of the company's performance on shareholder wealth in
the current financial year and previous 4 financial years; and
-
disclosure of
other matters as per the regulations.
(ii) Directors and the auditor
must give an explanation in a report as to why additional information has been
included to help give a true and fair view of the company’s financial
position.
(iii) The chairman of the annual
general meeting of shareholders must allow a reasonable opportunity for
shareholders to ask the auditor questions relevant to the conduct of the audit,
about critical accounting polices and about the independence of the
auditor.
(iv) The qualifications and experience of company secretaries are to
be disclosed in the annual report.
(b) Background to the
Bill
On 4 December 2003, the Treasurer,
the Hon Peter Costello, introduced the Bill into Parliament. The Bill represents
the ninth instalment of the Government’s corporate law reform
program.Significant measures contained in the Bill include:
(i) Continuous disclosure
·
ASIC will have
the power to issue infringement notices to disclosing entities where ASIC has
reason to believe that have been breaches of the continuous disclosure
provisions in the Corporations Act. The notices will contain financial
penalties based upon a company’s market capitalisation, up to a maximum of
$100,000. The power will enable the corporate regulator with the ability to deal
with less serious contraventions of disclosure laws in a more timely manner.
·
The maximum
civil penalty that a court can impose on a body corporate for breaching
continuous disclosure requirements will increase from $200,000 to $1
million.
(ii) Executive
remuneration
·
Directors’ and
senior executives’ remuneration is to be clearly disclosed in a remuneration
report, contained in the directors’ report.
·
The Bill
expands the number of executives whose remuneration must be disclosed, from the
top 5 within the listed company to the top 5 across the corporate group in
addition to the top 5 within the listed company.
·
Directors will
be required to hold a non-binding shareholder vote to adopt the remuneration
disclosures within the remuneration report. This recognises that directors,
while responsible for setting executive remuneration, are accountable to
shareholders for their decisions.
(iii) Audit oversight and
independence
·
The Bill
establishes a regulatory framework governing audit oversight and independence.
It provides for the Financial Reporting Council (FRC) to have oversight over a
reconstituted Australian Auditing Standards Board, with a Government-appointed
Chair. The FRC will also have an oversight role to advise the Treasurer in
relation to auditor compliance with independence requirements.
·
Auditing
standards will have the force of law. There will be a 2 year transition period
to enable the auditing standards setter to re-issue standards in a format
suitable for legal enforcement.
·
Mandatory
auditor rotation for listed companies will be required after 5 consecutive years
(with an option for ASIC to extend the period to 7 consecutive years where
appropriate)
. ·
Significant
post-audit employment restrictions, including a 2 year ‘cooling off’ period for
auditor partners wishing to join a client as a director or senior manager, will
be imposed.
The Bill responds to the
recommendations of the Ramsay Report on the independence of Australian company
auditors and takes account of relevant recommendations of Report 391 of the
Joint Parliamentary Committee of Public Accounts and Audit. The Bill also
incorporates recommendations of the HIH and Cole Royal
Commissions.
1.3 Business
Council executive pay position paper
On 24 June 2004 the Business
Council of Australia released a Position Paper in response to the continuing
debate over pay for CEOs and other senior business managers.
The BCA
Paper says clear examples of excessive pay and reward for under performance had
damaged Australia's corporate sector, but warns further regulation of
publicly-listed companies in this area would be counterproductive.
The
Paper outlines the level and extent of regulation that already applies to
executive pay, as well as steps taken by corporate Australia to supplement this
through clear and concise guidelines on pay structures, Board decision-making
and disclosure. It also highlights how the majority of Boards of publicly-listed
companies were now taking steps to make sure contracts of senior company
managers were more closely tied to performance hurdles, and were seen to be
so.
BCA Chief Executive Ms Katie Lahey said that because increasing
levels of regulation and disclosure were being applied exclusively to
publicly-listed companies, the issue of executive pay and the regulatory
response was focused almost entirely on the listed company sector. In contrast,
private companies or firms operating locally but owned overseas were competing
for the same pool of executive talent but were not subject to the same level of
regulation and scrutiny. As a result, listed companies may not be able to
attract the best executive resources if regulation became excessive or overtly
inhibitive.
At the same time, the listed company sector should do more
to better communicate the structure of executive contracts to shareholders,
including spelling out in clear detail how the contracts are structured, and the
link between executive pay and shareholder value,Ms Lahey said.
While
there had been clear examples of excess within some executive contracts, the
Paper says executives in Australia were paid in line with global benchmarks
needed to attract the best executive resources to run local listed companies.
The Paper argues that CEO salaries have increased because of three
factors:
·
the scale of
the position has increased as the scope, size and responsibilities of major
listed companies expands;
·
its complexity
has increased, reflecting how companies operate in an increasingly competitive
and global market; and
·
the position
has become riskier, as short-termism and lower tolerance of corporate under
performance combine to make the average tenure of Australian listed company CEOs
much shorter.
To assist companies better
communicate executive contracts, the BCA is developing a series of guidelines
for listed companies to consider when communicating the level and rationale for
pay.
The Executive Pay Position Paper is available on the Business
Council website at: http://www.bca.com.au/
1.4 IASB publishes
discussion paper on standards for SMEs
On 24 June 2004,
the International Accounting Standards Board (IASB) published a Discussion Paper
on its proposal to develop a separate set of international accounting standards
for small and medium-sized entities (SMEs). The Discussion Paper sets out the
IASB's preliminary views on aspects of the proposal and invites comments on them
by 24 September 2004.
The Discussion Paper does not include proposals for
specific financial reporting standards for SMEs. That will come later. Instead,
the Discussion Paper focuses on the Board's approach to the
project.
Introducing the Discussion Paper, Sir David Tweedie, IASB
Chairman, said:
"In most countries, many or even all entities have a
legal obligation to prepare financial statements that conform to a required set
of accounting principles that are generally accepted in that country. Those
statutory financial statements are normally filed with a government agency and
are available to creditors, suppliers, employees, government and others. The
great majority of those entities are small or medium-sized entities,no matter
how you define "small" or "medium-sized". Few countries require those entities
to prepare financial statements that comply with the full requirements of the
IASB's standards developed primarily for use in international capital markets.
Consequently the IASB is looking for ways to simplify its standards for use by
SMEs. At the same time, it will take care to adhere to the basic concepts that
underlie those standards."
To assist in the development of its
proposals, the IASB has set up an advisory panel whose members can provide views
and comments on specific issues. Also, because a number of the IASB's
preliminary views on standards for SMEs require an assessment of the needs of
users of financial statements of SMEs, an informal user advisory group has been
set up.
Printed copies of the Discussion Paper Preliminary Views on
Accounting Standards for Small and Medium-sized Entities (ISBN 1-904230-63-6)
are available, at £10 each including postage, from IASCF Publications
Department.
From 5 July, the text of the Discussion Paper will be
available freely from the IASB's website at www.iasb.org.
(a) Issues raised in the IASB's
Discussion Paper on Standards for SMEs
1.
Should the
IASB develop special financial reporting standards for SMEs?
2.
What should be
the objectives of a set of financial reporting standards for
SMEs?
3.
For which
entities would IASB Standards for SMEs be intended?
4.
If IASB
Standards for SMEs do not address a particular accounting recognition or
measurement issue confronting an entity, how should that entity resolve the
issue?
5.
May an entity
using IASB Standards for SMEs elect to follow a treatment permitted in an IFRS
that differs from the treatment in the related IASB Standard for
SMEs?
6.
How should the
Board approach the development of IASB Standards for SMEs? To what extent should
the foundation of SME standards be the concepts and principles and related
mandatory guidance in IFRSs?
7.
If IASB
Standards for SMEs are built on the concepts and principles and related
mandatory guidance in full IFRSs, what should be the basis for modifying those
concepts and principles for SMEs?
8.
In what format
should IASB Standards for SMEs be published?
(b) Views of national
standard-setters about an IASB project on SMEs
National standard-setters around
the world strongly support an IASB initiative. In September 2003, the IASB
hosted a meeting of 40 of the world's national accounting standard-setters. In
preparation for that meeting the IASB surveyed them about standards for SMEs.
With near unanimity, the 30 standard-setters that responded said that the IASB
should develop global standards for SMEs. And nearly all indicated that their
own national accounting requirements, in one way or another, already provided
exemptions or simplifications for SMEs. The IASB has developed a list of some 25
disclosure and presentation simplifications and another 25 recognition and
measurement simplifications already in place at the national level for SMEs in
those 30 countries. IFRSs already provide several such as exemption of unlisted
companies from providing segment information and earnings per share
data.
Of the 30 countries that responded to the survey, 29 said that IASB
standards for SMEs should include disclosure and presentation simplifications.
And 24 of the 30 said that recognition and measurement simplifications are
needed as well.
1.5 Establishment
of Shareholders and Investors Advisory Council
On 21 June 2004, the Parliamentary
Secretary to the Treasurer, the Hon Ross Cameron MP, announced the establishment
of the Shareholders and Investors Advisory Council as part of the Government’s
Corporate Law Economic Reform Program.
According to Mr Cameron, the
Council will improve opportunities for effective participation by Australian
retail shareholders and investors, and will constructively influence the
activities and governance practices of the entities in which retail shareholders
invest.
The Council’s role is
to:
·
inform the
Government on developments and issues affecting retail investors; and
·
provide advice and feedback to the Government on development of
policies and strategies relating to issues of corporate disclosure and
governance as they affect retail investors.
The Council is
being established as part of Phase 9 (CLERP 9) of the Government’s Corporate Law
Economic Reform Program. CLERP 9 reviews the effectiveness of the corporate
disclosure framework, including the continuous disclosure regime, analyst
independence, audit independence and enforcement issues.
1.6 Improved
disclosure of superannuation fees
On 16 June 2004, the
Parliamentary Secretary to the Treasurer, The Hon Ross Cameron MP, released a
comprehensive package of reforms to improve and simplify the disclosure of fees
and charges by superannuation funds. This will be achieved by requiring
additional information to be disclosed in product disclosure statements and
periodic statements. Product disclosure statements are documents that set out
the key features of superannuation funds to prospective members. Periodic
statements provide fund members with regular information on the progress of
their investments.
The package consists of five complementary
measures:
·
Mandating the
ASIC fee template in product disclosure statements.
·
Mandating the
extension of the ASIC fee template to periodic statements to
investors.
·
New single
figure fee comparison table in product disclosure statements.
·
New boxed
consumer advisory warning in product disclosure statements.
·
Facilitating
use of the ASIC Superannuation Calculator which is on the ASIC
website.
The Government is currently
developing the regulations necessary to implement the package. These will be
released for public comment when they have been drafted.
It is
anticipated that the measures contained in the package will be introduced
progressively between 1 January 2005 and 1 July 2005. This will ensure that
industry participants have sufficient time to make necessary changes to their
internal processes and disclosure documents.
Further details of the new
fee comparison table and the other elements of the package are available on the
Treasury website at http://www.treasury.gov.au/contentitem.asp?NavId=002&ContentID=850
1.7 US shareholder
proposals in 2004: a snapshot
Institutional Shareholder
Services, a proxy advisory service, has published a summary of 2004 shareholder
proposals in the United States. Some key findings are:
·
The number of
political measures increased nearly eight-fold.
·
The number of
shareholder rights plans on the ballots at companies decreased by slightly more
than 40 percent. A number of companies negotiated with proponents prior to their
annual meetings and redeemed their poison pill provisions. Thus, in many cases
the investor items were withdrawn.
·
The total
number of items requesting a majority of independent board directors remained
relatively flat, as did the number of socially responsible
proposals.
·
Expensing
stock options has received much press coverage this year, but only 38 proposals
made the agenda at companies' annual meetings. This is more than a seventy
percent increase from last year.
Shareholder Proposals
Comparison 2003 vs 2004
(the first figure is for 2003 and
the second figure is for 2004)
Board-Related
Separate chair/CEO 29,
40
Declassify board 58, 46
Term limits for directors 8, 7
Cumulative
voting rights 21, 28
Majority independent board 6, 8
Poison
Pills
Shareholder rights plans 102, 58
Executive
Compensation
Submit/restrict severance agreements 17,
24
Limit/prohibit stock awards to executives 57, 39
Limit/report/submit
for approval executive compensation 56, 65
Link executive compensation to
performance/index 58, 7
Expense Stock Options
Expense
stock options 22, 38
Socially Responsible Investing
(Includes proposals such as: MacBride Principles, language on board
diversity, divesting tobacco, and reports on greenhouse gases, among others.)
271, 270
Political Contributions (report, limit, or
prohibit, among others) 5, 39
1.8 SEC adopts
changes to short sale rules, disclosures regarding advisory contract approval
and investment company governance provisions
On 23 June 2004 the United
States Securities and Exchange Commission voted to adopt changes to its
rules regarding short selling; its requirements for disclosures by investment
companies concerning board approval of advisory contracts; and its investment
company exemptive rules, designed to improve fund governance
practices.
(a)
Amendments to short sale regulation
The Commission voted to adopt new
Regulation SHO under the Securities Exchange Act of 1934. Regulation SHO, which
provides a new regulatory framework governing short selling of securities,
includes the following.
·
Rule 202(T),
which establishes procedures to allow the Commission to temporarily suspend the
operation of the current "tick" test in Rule 10a-1, and any short sale price
test of any exchange or national securities association, for specified
securities.
o
Through a
separate order, the Commission will suspend, on a pilot basis for a period of
one-year, the tick test provision of paragraph (a) of Rule 10a-1, and any short
sale price test of any exchange or national securities association, for
approximately one-third of stocks in the Russell 3000 index.
o
The order also
will suspend, on a pilot basis for a period of one year, the tick test provision
of paragraph (a) of Rule 10a-1 for short sales executed in any security included
in the Russell 1000 index after 4:15 p.m. Eastern, and all other securities
after the close of the consolidated tape, and until the open of the consolidated
tape the next day.
o
The pilot will
commence on 3 January 2005 to permit broker-dealers and self-regulatory
organizations to make the necessary programming
adjustments.
·
The Commission
deferred consideration of the proposal to replace the current "tick" test of
Rule 10a-1 with a new uniform bid test. The Commission could reconsider any
further action on these proposals after the completion of the
pilot.
·
Rule 203,
which will incorporate current Rule 10a-2 and will create a uniform Commission
rule requiring broker-dealers, prior to effecting short sales in all equity
securities, to "locate" securities available for borrowing.
o
There will be
limited exceptions from the locate requirement, including for short sales by
registered market makers in connection with bona-fide market
making.
o
Rule 203 also
imposes additional requirements on designated "threshold securities." Rule 203
defines a threshold security to mean an equity security for which there is an
aggregate fail to deliver position for five consecutive settlement days at a
registered clearing agency of 10,000 shares or more and that is equal to at
least 0.5% of the issue's total shares outstanding.
o
Where a
clearing agency participant has a fail to deliver position in threshold
securities that persists for ten consecutive days after settlement, the
participant must take action to close out the position. Until the position is
closed out, the participant, and any broker-dealer for which it clears
transactions, may not effect further short sales in the particular threshold
security without borrowing or entering into a bona fide arrangement to borrow
the security.
o
Rule 203 will
become effective 30 days after publication with a compliance date of 3 January
2005, to permit firms to make programming and procedural
adjustments.
·
Rule 200,
which among other things, will redesignate current Rule 3b-3 with some
modifications to define ownership and aggregation of securities positions, and
include a requirement to mark all sell orders in all equity securities. Rule 200
will become effective 30 days after publication.
·
The Commission
also adopted amendments to Rule 105 of Regulation M to remove the current shelf
offering exception, and issued interpretive guidance addressing sham
transactions designed to evade the rule.
o
The amendment
applies to short sales effected within five days prior to the pricing of a shelf
offering. Such short sales may not be covered with offering securities purchased
from an underwriter or other broker-dealer participating in the
offering.
o
The Rule 105
amendments will be effective 30 days after publication in the Federal Register,
and the interpretive guidance will be effective upon such publication.
(b)
Disclosure regarding approval of investment advisory contracts by directors of
investment companies
The Commission voted to adopt
amendments to its rules and forms that are designed to improve the disclosure
that mutual funds and other registered management investment companies provide
to their shareholders regarding the reasons for the fund board's approval of an
investment advisory contract. The amendments are intended to encourage fund
boards to consider investment advisory contracts more carefully and to encourage
investors to consider more carefully the costs and value of the services
rendered by the fund's investment adviser.
The amendments will require
fund shareholder reports to discuss, in reasonable detail, the material factors
and the conclusions with respect to these factors that formed the basis for the
board of directors' approval of advisory contracts during the most recent fiscal
half-year. Because fund shareholder reports will contain disclosure with respect
to all advisory contracts approved by the board, the amendments will remove the
existing requirement for disclosure in the Statement of Additional
Information.
The amendments will include the following enhancements to
the existing disclosure requirements in fund proxy statements that will parallel
the disclosure in fund shareholder reports.
·
Selection
of adviser and approval of advisory fee. The amendments will clarify that
the fund must discuss both the board's selection of the investment adviser and
its approval of amounts to be paid under the advisory
contract.
·
Specific
Factors. The fund
will be required to include a discussion of (1) the nature, extent, and quality
of the services to be provided by the investment adviser; (2) the investment
performance of the fund and the investment adviser; (3) the costs of the
services to be provided and profits to be realized by the investment adviser and
its affiliates from the relationship with the fund; (4) the extent to which
economies of scale would be realized as the fund grows; and (5) whether fee
levels reflect these economies of scale for the benefit of fund investors.
·
Comparison
of fees and services provided by adviser. The fund's discussion will be
required to indicate whether the board relied upon comparisons of the services
to be rendered and the amounts to be paid under the contract with those under
other investment advisory contracts, such as contracts of the same and other
investment advisers with other registered investment companies or other types of
clients (e.g., pension funds and other institutional investors).
Fund reports to
shareholders for periods ending on or after 31 March 31 2005, and fund proxy
statements filed on or after 31 October 2004, will be required to comply with
these amendments.
(c)
Investment company governance
The Commission voted to adopt
amendments designed to improve the governance of investment companies (funds)
and the independence of fund directors. These amendments are the latest in a
series of reforms pursued by the Commission to address problems identified with
the management of mutual funds. The Commission proposed these amendments last
January and received over 180 comment letters in response.
Mutual fund
boards of directors play an important role in protecting fund investors. They
have overall responsibility for the fund, and they oversee the activities of the
fund adviser and negotiate the terms of the advisory contract, including the
amount of the advisory fees and other fund expenses. Certain exemptive rules
under the Investment Company Act require the oversight and approval of the
independent directors if the fund engages in transactions with the fund manager
and other affiliates, which transactions can involve inherent conflicts of
interest between the fund and its managers. The Commission voted to adopt the
following amendments to these exemptive rules, to enhance the independence and
effectiveness of the fund's independent directors in overseeing or approving
these transactions:
·
Independent
composition of the board. Independent directors will be
required to constitute at least 75 percent of the fund's board. An exception to
this 75 percent requirement will allow fund boards with three directors to have
all but one director be independent. This requirement is designed to strengthen
the presence of independent directors and improve their ability to negotiate
lower advisory fees and other important matters on behalf of the
fund.
·
Independent
chairman. The
board will be required to appoint a chairman who is an independent director. The
board's chairman typically controls the board's agenda and can have a strong
influence on the board's deliberations.
·
Annual
self-assessment.
The board will be required to assess its own effectiveness at least once a year.
Its assessment will have to include consideration of the board's committee
structure and the number of funds on whose boards the directors
serve.
·
Separate
meetings of independent directors. The independent directors will be
required to meet in separate sessions at least once a quarter. This requirement
could provide independent directors the opportunity for candid discussions about
management's performance, and could help improve collegiality.
·
Independent
director staff.
The fund will be required to authorize the independent directors to hire their
own staff. This requirement is designed to help independent directors deal with
matters on which they need outside assistance.
Compliance with these amendments
will be required 18 months after their publication in the Federal
Register.
1.9 SEC approves
PCAOB Auditing Standard regarding audits of internal control in conjunction with
an audit of financial statements
On 18 June 2004 the United States
Securities and Exchange Commission announced that it had approved US Public
Company Accounting Oversight Board (PCAOB) Release No 2004-003: An Audit of
Internal Control over Financial Reporting Performed in Conjunction with an Audit
of Financial Statements.
Earlier, on 5 June 2003, the Commission amended
its rules under the Securities Exchange Act of 1934, pursuant to Section 404 of
the Sarbanes-Oxley Act. The amendments require a company to include in annual
reports a report by management on the company's internal control over financial
reporting and an accompanying auditor's report. The auditing standard approved
by the Commission applies to the auditor's involvement and report.
Various implementation questions were identified during the comment
period, and implementation guidance will be provided shortly for the benefit of
issuers and their auditors. Guidance will be forthcoming from both the SEC and
PCAOB staffs. The guidance will address recent acquisitions, consolidated but
non-controlled subsidiaries, and equity investees, as well as concerns raised by
issuers surrounding qualification of the report on internal controls, transition
periods, disclosure requirements relating to significant deficiencies and
material changes made in internal controls, and the timing of assessment of
internal control over financial reporting in relation to certain foreign
subsidiaries.
1.10 FSA consults
on a basic advice regime for stakeholder financial
products
On 17 June 2004 the UK Financial
Services Authority announced it is to consult on proposals for a simpler,
quicker and lower-cost form of financial advice to consumers. At present, the
new regime would be limited to the Government's proposed suite of "stakeholder"
products, details of which were also announced on 17 June. The proposed regime
would support the Government's objective of making it easier for all consumers
to have access to "risk-controlled" products, with low charges, that match their
needs and preferences, while still providing an appropriate level of consumer
protection.
The proposed simplified selling model has three limbs:
·
The products
recommended will have to be suitable for the customer to whom they are being
sold. The advice will cover a specific range of products and the firm must
satisfy itself that those products are suitable for the customer's needs by
establishing his or her position on broad issues such as risk, savings
objectives, significant financial priorities and obvious counter-indications.
This will be considered to comprise 'advice' as defined under the Financial
Services & Markets Act 2000.
·
The sales
interviews are pre-scripted by the firm and the salesperson has clear limits as
to the issues on which he/she may advise. The FSA will require the process to
deliver warnings about the need to address financial priorities, such as debt,
and to end if the firm has reason to believe that the customer will not be able
to afford any product. The customer will be given a record of the interview and
those responses he or she has given on which the advice has
relied.
·
Firms must be
FSA-authorised and are required to ensure that their salespeople are competent
to administer basic advice, through a combination of training and supervision.
Salespeople providing basic advice are not required to hold formal financial
planning qualifications. The FSA's proposals form only one part of the framework
for providing stakeholder products. The Government's own consultation document
and draft regulations, published on 17 June, prescribe charge caps for each
product and it will be for product providers to decide whether the level at
which the caps are set make it worthwhile for them to offer stakeholder
products.
Customers will be able to take
unresolved complaints to the Financial Ombudsman Service. In considering
complaints, the FOS will take into account the specific rules on suitability for
simplified selling, rather than those that apply in the case of full advice.
During the consultation period the FSA will do further research and
testing with the aim of further refining the effectiveness of the process. The
results of this work and any new information received during the consultation
will provide important inputs to the FSA's final decision on whether to go ahead
with a simplified sales regime.
The FSA Consultation paper 04/11: 'A
basic advice regime for the sale of stakeholder products', can be found on the
FSA website.
1.11 European
Commission announces results of consultation on directors’
remuneration
On 15 June 2004 the European
Commission announced the results of its consultation on "Fostering an
Appropriate Regime for the Remuneration of Directors". The initial consultation
document, published on 23 February 2004, proposed a set of measures primarily
covering disclosure of remuneration policy and of individual remuneration, as
well as shareholder approval of share-based remuneration schemes for directors.
The document was open to public consultation until 12 April. The Commission now
intends to bring forward a Recommendation on directors remuneration in autumn
2004, taking account of the consultation results.
(a) Positive
responses
The Commission received 101 responses to the consultation.
These came from 14 countries in total, including 12 Member States, as well as
from representative organisations at EU and international level. Responses were
received mainly from industry, issuers' representatives, institutional investors
and professional service providers (auditors, accountants,
lawyers).
There was widespread support for the Commission's proposal to
raise transparency in remuneration by disclosing remuneration policy for the
next financial year and by unveiling the remuneration of individual directors in
the preceding financial year. Most respondents also agreed with the Commissions
plan to boost shareholders' role in approving share-based remuneration schemes,
for example share options, for directors. Concerns were, however, expressed over
the Commission's intention to invite Member States to implement the requirements
of the future Recommendation through regulatory measures. Doubts were also
expressed as to the need to involve the Annual General Meeting in discussing and
approving directors' remuneration policy.
(b) Next
steps
The Commission will draft a Recommendation on fostering an
appropriate regime for the remuneration of directors, taking due account of the
comments expressed in the consultation. The aim is to adopt the Recommendation
in autumn 2004.
(c) Background
The Commission's Action
Plan to modernise company law and enhance corporate governance in the EU,
announced in May 2003 (see IP/03/716 and MEMO/03/112) contains a set of initiatives aimed at
strengthening shareholders' rights, reinforcing protection for employees and
creditors, increasing the efficiency and competitiveness of European business
and boosting confidence on capital markets.
The Action Plan recognises
the need for shareholders to be able to appreciate fully the relationship
between the past and future performance of companies and directors' pay and to
make decisions on aspects of remuneration linked to the share price such as
share options for directors.
Public consultation on the Plan as a whole,
which ended in mid-September 2003, showed a strong consensus behind the main
measures within it. The Commission is now committed to further open consultation
on each of those key measures and the consultation exercise on directors'
remuneration was the first of several arising from the Action Plan.
For
the full text of the report, please see: http://europa.eu.int/comm/internal_market/company/directors-remun/index_en.htm
1.12
Parliamentary Committee reports on the CLERP 9 Bill
The Corporate Law Economic Reform Program (Audit Reform and Corporate
Disclosure) Bill, which is currently before Parliament, represents one of
the most significant reforms to Australia’s corporate regulation in many
years.
The Bill has been examined by the
Parliamentary Joint Committee on Corporations and Financial Services. The
Committee has released two reports on the Bill. These were published on 15 June
2004 and 4 June 2004.
(a) Report on financial reporting
and audit reform
In releasing this report, Senator
Chapman, Chaiman of the Committee, made the following
comments:
"In common with many of the
submissions to this inquiry, it is the Committee's firm view that there is much
to commend in the proposed reforms."
"The Committee believes the Bill
will improve the content and reliability of financial reporting, among other
things, through its CEO/CFO sign-off requirements and Operating and Financial
Review."
"The audit reform proposals should
help to restore and maintain public confidence in the assurance role performed
by external auditors in relation to a company's financial
reports."
"It is not enough merely to impose
new requirements on auditors. Companies must bear some responsibility for
ensuring their external auditors bring an independent mind to the task of
auditing financial reports. Furthermore, enforcement mechanisms must be up to
the task of ensuring there is compliance with the new
provisions".
"The Committee fully supports the
multi-faceted approach taken by the Bill to the regulation of auditors and notes
that this conforms with Professor Ian Ramsay's recommended
approach."
"Under the Bill, auditors will
have to ensure they have systems in place to identify and manage conflicts of
interest. They will have to attend AGMs and answer shareholders' questions about
the company's accounts. They will have to report on a wider range of corporate
malfeasance to ASIC. The Companies Auditors and Liquidators Disciplinary Board
will be reorganised to function as a more credible and effective disciplinary
outfit. The Auditing & Assurance Standards Board will be reconstituted as a
Commonwealth authority and brought within the supervision of the Financial
Reporting Council."
"Auditors' clients will be subject
to detailed disclosure requirements regarding non-audit services which their
auditors have provided."
"Notwithstanding the Committee's
general support for the Bill, the Committee considered there were important
omissions from the Bill and also saw scope for a number of amendments. These
include:
·
the
introduction of a requirement for alternative accounting positions to be
discussed in financial reports;
·
the
introduction of additional true and fair view requirements;
·
limitation of
the auditor rotation requirements to the top 300 listed entities by market
capitalisation;
·
deletion of
the prohibition against a former auditor taking up a management position with a
client if a former auditor from the same firm already occupies such a
position;
·
clarification
of the role of the Financial Reporting Council;
·
postponement
of the conversion of auditing standards into disallowable instruments until the
implications are thoroughly reviewed and any problems resolved;
·
introduction
of a range of requirements to restore confidence in the Financial Reporting
Council and strengthen the standard-setting arrangements in Part 12 of the ASIC
Act.
(i) Financial Reporting
Council
"The Bill's proposal to give the
FRC oversight of the AUASB raised a number of issues about the FRC's performance
to date. The central issue was whether the FRC should and could take on new
responsibilities."
"The Committee's view after
examining the evidence, is that the FRC and the standard-setting regime need
some extensive changes. To start with, the FRC needs restructuring to function
more efficiently and competently. In addition, it must be more transparent and
accountable where issues of public interest are concerned. And finally, the
bodies for which the FRC has or will have oversight—the AASB and AUASB, must
have more autonomy to ensure the independence of accounting and auditing
standard setting".
"The Committee has recommended
that:
·
the FRC should
conduct its meetings in public and seek public submissions on proposals having a
public interest element;
·
the FRC should
have an independent secretariat;
·
FRC membership
should be appropriately qualified and experienced; and
·
the FRC's
ability to influence the standard-setting functions of the AASB and AUASB should
be restricted."
"Funding of the Financial
Reporting Council needs attention. On this point, the Committee welcomes the
Government's provision of $3.4 million in funding to the FRC for 2004-05.
However, the Committee wants to ensure that funding will not emerge as a problem
in future years and has sought the Government's commitment to fund the FRC and
the standard-setting bodies beyond 2004-05".
(ii) Mandatory rotation of audit
partners
"The Committee is concerned that
the Bill's audit partner rotation requirements will effectively amount to audit
firm rotation for many small to medium-sized firms. The irony of this is that
familiarity and fee dependence is rarely an issue for partners in smaller firms.
Partners in these firms manage a comparatively large number of clients which
limits opportunities for extensive client contact. Furthermore, with clients
typically paying between $20,000 to $100,000, fee dependence, at the most would
pose a negligible threat to auditor independence".
"To ensure the legislation does
not go beyond what is needed, the Committee has recommended that the definition
of 'review auditor' should be amended to reflect the rationale underlying the
rotation requirements. The Committee has also recommended that the rotation
requirements should only apply to the top 300 listed entities by market
capitalisation to protect the interests of smaller audit firms and their
clients."
(iii) Alternative accounting
treatments
"In the interests of more
'user-friendly' financial reports, the Committee has recommended that the Bill
should provide reasons for a company's choice of one accounting treatment over
another when the choice has a material impact on a company's bottom
line."
"The Committee notes that
Professor Ian Ramsay, the JCPAA and the HIH Royal Commission have all advocated
such a requirement".
(iv) True and fair view
requirement
"The Committee believes that
financial statements should, but do not necessarily, provide users with
information that will help them to assess a company's financial position and
performance. The Committee has consequently recommended the insertion of a
definition to clarify the purpose of the true and fair view requirements. In
addition, the Committee has endorsed the JCPAA's recommendations for the
inclusion of additional explanatory material in the notes to the financial
statements if they do not otherwise give a true and fair
view".
(v) 'Multiple-officer'
restraint
"No evidence was presented to the
Committee to show that an audit client's employment of more than one former
auditor from the same firm in senior management or on the board posed a serious
threat to auditor independence.
"However, the Committee considers
the arguments are clear that the 'multiple-officer restraint' will restrict
auditors' career opportunities, make it more difficult for accounting firms to
attract and keep new recruits and will place unreasonable limitations on
companies' choice of people to appoint to senior management positions.
"The Committee believes this
provision is ill-founded and excessive, and has recommended that it be deleted
from the Bill
."While the appointment of
ex-auditors to senior management of former clients might carry some risks for
auditor independence, the Committee's view is that the cooling-off provisions
also in the Bill should be sufficient to deal with these.
(vi) Auditing
standards
"The Committee does not oppose
auditing standards having legislative force. However, it appears to the
Committee that the conversion of auditing standards into disallowable
instruments could adversely affect audit quality and also interfere with
Australia's program of convergence with International Standards of Auditing.
Until these problems have been examined and resolved, the introduction of
amendments giving auditing standards legislative force should be
postponed.
"The Committee believes a thorough
review should be undertaken to examine these issues.
(b) Report on the proposed
whistleblower protection scheme, executive remuneration, infringement notices,
the continuous disclosure provisions, conflicts of interest, shareholder
participation and related matters
In releasing this report, Senator
Chapman, Chaiman of the Committee made the following comments:
“These aspects of the Bill place a
heavy reliance on disclosure and on the active involvement of shareholders and,
in the case of the whistleblowing scheme, on persons working in or for companies
to promote good corporate governance. The Committee believes that these measures
are a vital first step toward enhancing trust and confidence in Australian
corporations. Clearly, while participants in the inquiry offered general and
wide support for CLERP 9, many held reservations about particular features of
the proposed legislation. The Committee has made recommendations to address some
of these concerns but, as with the majority of witnesses, welcomes the
reforms.
(i)
Whistleblowing
“CLERP 9 contains provisions that
would allow protected disclosures to be made to ASIC and within a
company.
“The Committee believes that the
proposed whistleblowing provisions are a step in the right direction, but only a
first step. It has made a number of recommendations which are intended to send a
message firstly to companies that they should have in place an effective
whistleblower scheme to assist them in monitoring, exposing and it is to be
hoped, preventing wrongdoing in their own organisation and secondly, that they
have a responsibility to protect from retaliation people who make disclosures.
The Committee believes that Boards should not be able to turn a blind eye to
unlawful reprisals. The recommendations are intended to achieve a balance
between encouraging the reporting of serious contraventions whilst at the same
time discouraging frivolous or vexatious reports.
(ii) Executive
Remuneration
“CLERP 9 proposes to amend
provisions governing the disclosure of directors' and executives' remuneration.
They are designed to strengthen the current provisions of the Corporations Act
and address concerns about the lack of disclosure of payments made to directors
and executives. The Committee supports these provisions and in summary
recommends that:
·
section 300A
should ensure that—
·
all forms of
remuneration are captured;
·
the total
remuneration package includes accrued benefits and payments;
·
information is
presented in such a way that shareholders are able to fully appreciate the total
remuneration package including accrued benefits and payments such as termination
benefits; and
·
a clear link
is established between remuneration and performance;
·
the top
executive contracts containing the remuneration package be disclosed at the time
they are agreed;
·
equity based
schemes as a form of executive remuneration be subject to shareholder
approval;
·
all forms of
director remuneration be subject to shareholder approval including termination
benefits; and
·
penalties for
breaches of section 300A should be reviewed to ensure that ASIC is able to take
action against less serious breaches without having recourse to the
courts.
(iii) Non-binding vote on the
remuneration report
“In light of the recent publicity
given to executive remuneration and the public perception that boards have
failed in their duty to restrain the size of executive payments, the Committee
accepts that it is important for shareholders to have a more effective voice in
the setting of executive remuneration and the determination of performance
benchmarks.
“The Committee endorses the
proposal for a non-binding vote on the remuneration report. At this stage,
however, the Committee does not support the view that the remuneration report be
subject to a binding vote of shareholders. It notes that the non-binding vote is
an innovation and suggests that a sensible approach is to allow the non-binding
vote ample time to be tested for its effectiveness before any further reforms
are considered.
(iv) Infringement notices for
breaches of the continuous disclosure provisions
“CLERP 9 proposes to allow ASIC to
issue infringement notices for breaches of the continuous disclosure provisions.
“The Committee appreciates the
advantages to be gained by allowing ASIC to issue an infringement notice for
breaches of the continuous disclosure regime. It cannot, however, ignore the
weight of opposition to the proposal, particularly the concern about the
perceived lack of safeguards to protect the rights of those deemed to have
breached the continuous disclosure provisions and the conflicting functions of
ASIC as investigator, prosecutor and judge.
“The Committee has made a number
of recommendations designed to remedy what appears to be shortcomings in these
provisions but accepts that uncertainty about the appropriateness of the
proposal still lingers. It underlines the need for this proposal to be monitored
closely and reviewed after two years.
(v) Individuals liable for
breaches of the continuous disclosure provisions
“The Bill would make a person
involved in a contravention of continuous disclosure provisions liable to a
civil penalty.
“The Committee understands the
concerns expressed by witnesses about the possibility that the proposal may
affect persons who do not have a significant role in the management of the
corporation. It refers, however, to the wording in the Explanatory Memorandum
which states that involvement in a contravention 'requires some form of
intentional participation and actual knowledge of the essential elements of the
contravention'. It further notes that the Government intends to amend the
provisions by including a due diligence defence.
(vi) Promoting shareholder
participation—notices of meetings and use of electronic
technology
“The Bill seeks to apply the
'clear, concise and effective' standard to notices of meetings and to facilitate
the use of electronic communication to enhance shareholder participation in
meetings.
“The Committee fully supports the
use of modern technology to enhance shareholder participation.
(vii) Promoting shareholder
participation
“The evidence considered by this
Committee clearly indicates that the law needs to be revised to ensure that the
voting intentions of shareholders through their proxyholder are carried out
according to their instructions.
(viii) Institutional shareholders
and voting
“A number of witnesses raised the
matter of institutional shareholders voting at meetings. The Committee does not
endorse compulsory voting by institutional shareholders. It does see merit,
however, in requiring institutional investors to disclose how they voted at
meetings, including abstentions.
(ix) Managing conflicts of
interest
“The proposed legislation is
intended to supplement the existing general duty to provide financial services
'efficiently, honestly and fairly' by imposing a new obligation regarding the
management of conflicts of interest on financial services licensees.“The
Committee would like to see the legislation stipulate certain disclosure
requirements and particular circumstances that should or must be avoided.
Clearly a ban sends an unmistakable message that certain conduct or situations
will not be tolerated. As it stands, the legislation does not deliver that
strong message.
(x) Political
donations
“During the course of the inquiry,
a number of matters were raised which are not contained in CLERP 9, although
they relate to some of the fundamental principles that underpin the
legislation—accountability, transparency and shareholder
participation.
“The Committee notes the support
given to the concept that companies should disclose their policy on political
donations. The Committee agrees that shareholders are entitled to know about
their company's approach to making donations.
(xi) Beneficial
ownership
“The Committee appreciates the
arguments put forward to increase the transparency of company ownership by
making available to shareholders the names of beneficial owners of their
companies. The suggestion is that companies, if they have the information, make
it available to their shareholders, appears reasonable, sensible and in the
public interest.”
The two reports are available on
the Committee’s website http://www.aph.gov.au/senate/committee/corporations_ctte/index.htm
1.13 US private
companies addressing accounting practices
Reform in the accounting
profession has compelled US non-public companies to take a closer look at their
financial and accounting practices, and many are implementing changes
voluntarily. In a survey of privately held businesses released on 14 June
2004, 48 percent of chief financial officers (CFOs) said they have made
adjustments to their firms' accounting processes since the introduction of new
regulations. Respondents cited payroll and benefits as the most frequent
areas of change.
The survey was developed by Robert Half Management
Resources, provider of senior-level accounting and finance professionals on a
project and interim basis. It was conducted by an independent research
firm and includes responses from 1,359 CFOs from a stratified random sample of
US private companies with more than 20 employees.
CFOs were asked, "In
which of the following areas, if any, has your company made changes to its
current financial accounting and reporting processes in light of regulations
such as the Sarbanes-Oxley Act of 2002?" Among the 48 percent who cited a
specific area of change, their responses* were:
Payroll/benefits -
44%
Expenditure/purchasing - 37%
Accounts receivable/sales -
31%
Capital assets - 31%
Conversion/inventory - 31%
Credit
management/collections - 29%
Disbursements - 25%
Financial
close - 22%
Other - 3%
(*multiple answers were
allowed)
Fifty-two percent of the 1,359 CFOs polled indicated they have
not made any changes in the above areas.
1.14 CalPERS
releases 2004 corporate governance focus list
On 9 June 2004, the California
Public Employees' Retirement System (CalPERS) announced that four US companies
were on its 2004 Focus List for poor financial and corporate governance
performance. The companies are Emerson Electric Company of St. Louis, Missouri;
Maytag Corporation in Newton, Iowa; Royal Dutch Shell Petroleum in The
Netherlands, and The Walt Disney Company in Burbank, California. Corporate
governance reforms are needed for these companies to restore long-term
profitability and investor confidence, said CalPERS.
CalPERS Focus List is selected
from the pension fund's investments in more than 1,800 US corporations, and is
based on the companies' long-term stock performance, corporate governance
practices, and an economic value-added (EVA) evaluation. EVA measures a
company's net operating profit after tax, minus its cost of capital. By using
EVA and stock performance, CalPERS has pinpointed companies where poor market
performance is due to underlying financial performance problems as opposed to
industry or extraneous factors alone.
Maytag's stock lost more than 40
percent over the last 5 years for the period ended March 31, 2004 , and its debt
levels have drastically increased. The Company's board refused to implement two
shareowner proposals that have passed by a majority vote during the past six
years. CalPERS wants Maytag to declassify its board by the 2005 annual meeting,
seek shareowner approval of its poison pill, and adopt formal equity ownership
requirements for its directors.
Royal Dutch Shell of The Hague,
Netherlands, is on the list because its stock has underperformed its peers for
the last five years and because it restated its oil reserves twice since the
beginning of the year. CalPERS is concerned that the Dutch board, one part of
Shell's complex dual corporate structure, has failed to respond effectively to
shareowner demands. CalPERS is seeking the establishment of a board-level
committee comprised of independent directors from Royal Dutch and Shell
Transport to undertake a rigorous re-examination of the group's management,
including management succession, nomination of independent directors, and
composition of the Board.
Disney made the list because of its continuing
issues with corporate governance. Last month, CalPERS and other institutional
investors met with members of the Disney board to discuss the company's
performance problems, following a resounding lack of confidence at the Company's
annual meeting earlier this year. Disney agreed to allow the pension funds to
suggest nominees for the Company's board and said it would consider an advisory
panel to serve as a liaison between the board and investors. CalPERS has been in
discussions with Disney about tying more of the Company's long-term compensation
to performance-based measures.
Emerson Electric was placed on the list
because of its board structure and the excessive retirement package of its
Chairman. CalPERS is dissatisfied with the Company's classified board and the
generous retirement package granted to former CEO and current Chairman Charles
Knight. The pension fund wants Emerson to reduce the employee representation on
the Board, declassify the board by the 2005 annual meeting, and renegotiate the
terms of Mr Knight's contract.
In March, CalPERS completed its latest
economic analysis of the impact on stock price of companies named to its Focus
List. The study found companies put on the list between 1992 and 2001 had an
additional (excess) return to shareholders of about 12 percent on average over
the three months after release of the List. The period 95-184 days after
publication was associated with additional positive cumulative excess return of
5.37 percent. The latest update of this analysis with an additional 18 months of
data showed the cumulative excess return for a 1 year period after the
publication of the Focus List was on average 46 percent.
CalPERS is the
largest public pension fund in the US with assets totalling approximately US$160
billion.
1.15 Discussion paper on financial literacy
On 11 June 2004,
the Australian National Consumer and Financial Literacy Taskforce released its
discussion paper on financial literacy. The Taskforce was appointed in February
2004 by the Minister for Revenue and Assistant Treasurer, Senator Helen Coonan,
to develop a national strategy for consumer and financial literacy.
The Taskforce found
that consumers need guidance to find different information as they entered new
financial phases in their lives. The Taskforce found more than 700 consumer
information initiatives are currently being produced by public, private and
community sector bodies in Australia, leaving consumers feeling confused. The
Taskforce also found that Australia also lacks a formal network for information
providers to communicate with each other, resulting in duplication and
inefficiencies in the provision of information to consumers.
The Taskforce developed a Consumer
Behaviour Model to better understand the problems that exist for consumers and
has suggested the formation of a coordinating body to help streamline
information provision and connect information providers with
consumers.
The Taskforce will now embark on a
national community consultation roadshow, with stakeholders and consumers
invited to public meetings to share their own personal money stories and receive
a briefing on the discussion paper.
Copies of the Taskforce’s
discussion paper are available at cfltaskforce.treasury.gov.au and public submissions are
welcomed.
1.16 Institute for Corporate Ethics announces key findings from
"mapping the terrain" survey of US CEOs
On 10 June 2004 the Business
Roundtable Institute for Corporate Ethics announced key findings from its
initial research project, "Mapping the Terrain".
The Mapping the Terrain
study surveyed US Business Roundtable CEOs to understand the most important
ethics issues facing corporate leaders. In survey responses, CEOs indicated that
the five most important corporate ethics issues facing the business community
are: (1) regaining the public trust; (2) effective company management in the
context of today's investor expectations; (3) ensuring the integrity of
financial reporting; (4) fairness of executive compensation; and (5) ethical
role-modelling of senior management.
A majority of CEOs (81%) believe
that in the wake of recent controversies standards for corporate ethics have
risen. Also, most CEOs (74%) indicated their companies have made changes in how
ethics issues are handled or reported within the last two years. Specific
changes most cited include: enhanced internal reporting and communications
(33%), ethics hotlines (17%), improved compliance procedures (12%) and greater
Board oversight (10%).
With regard to the top corporate ethics priority
for business, the majority of CEOs (57%) cited establishing a framework for
business decision making that integrates ethics as the top priority followed by
encouraging pushback and a culture for proactively addressing potential bad news
early (35%).
1.17 Record year
for IPO activity but momentum is waning
The 2003-04 financial year will set
new records for Australian IPO activity, according to Deloitte Corporate
Finance’s quarterly review of Initial Public Offerings.
Preliminary report results, released
in June, show that 153 floats are set
to raise a total of $10.8 billion by the time the financial year
draws to a close at the end of this month.
The number of IPOs is set to increase
by 178% to 153 in 2003-04, while the amount of new equity raised will jump by
155% to $10.8 billion. This is double the value of IPO funds raised at the
height of the dot com boom in 1999-2000 when 154 IPOs were launched on to the
stock exchange with combined equity raisings of $5.4 billion.
However, the
market momentum for IPOs has waned towards the end of the
year.
After 84 IPOs in the first half
(raising a total of $6.6 million), IPO activity slowed in the second half to 69
IPOs (raising a total of $4.2 billion).
The loss of momentum has accelerated dramatically in
recent weeks, with less favourable market conditions leading to
the deferral or possible withdrawal of up to 15 IPOs with plans to raise between
$1 billion and $2 billion. This includes Bradken, B & D Doors, W & W
Hotels and Primus Australia.
With a further 11 IPOs scheduled to
list in the final three weeks of the 2003-04 year, including CEC Group Ltd,
CyGenics Ltd and Ceramic Fuel Cells Ltd, more floats could be pulled before 30
June. However, the relatively small size of the remaining IPOs means the total
value of funds will still be close to $10.8 billion.
| |
2000 |
2001 |
2002 |
2003 |
2004 |
|
Number of
IPOs |
154 |
125 |
60 |
55 |
153 |
|
Amount raised
($m) |
5,354 |
3,836* |
1,981 |
4,247 |
< | | 