Commonwealth of Australia Explanatory Memoranda Commonwealth of Australia Explanatory Memoranda[Index] [Search] [Download] [Bill] [Help]
2010-2011-2012
THE PARLIAMENT OF THE COMMONWEALTH OF AUSTRALIA
HOUSE OF REPRESENTATIVES
PERSONAL LIABILITY FOR CORPORATE FAULT REFORM BILL 2012
EXPLANATORY MEMORANDUM
(Circulated by the authority of the
Parliamentary Secretary to the Treasurer, the Hon Bernie Ripoll MP)
Table of contents
Glossary .................................................................................................. v
General outline and financial impact ....................................................... 1
Chapter 1 Council of Australian Governments Directors'
Liability Reform Project ................................................. 3
Chapter 2 Corporations Act 2001 ................................................... 7
Chapter 3 Foreign Acquisitions and Takeovers Act 1975............. 11
Chapter 4 Health Insurance Act 1973 .......................................... 15
Chapter 5 National Vocational Education and Training
Regulator Act 2011 ...................................................... 19
Chapter 6 Therapeutic Goods Act 1989 ....................................... 23
Chapter 7 Other Acts amended .................................................... 27
Chapter 8 Statement of Compatibility with Human Rights ............ 35
Index ..................................................................................................... 37
iii
Glossary
The following abbreviations and acronyms are used throughout this
explanatory memorandum.
Abbreviation Definition
ASIC The Australian Securities and Investments
Commission
The Bill Personal Liability for Corporate Fault
Reform Bill 2012
CAMAC Corporations and Markets Advisory
Committee
CATSIA Corporations (Aboriginal and Torres Strait
Islander) Act 2006
Child Support Act Child Support (Registration and Collection)
Act
Classification Act Classification (Publications, Films and
Computer Games) Act 1995
COAG Council of Australian Government
Corporations Act Corporations Act 2001
FATA Foreign Acquisitions and Takeovers
Act 1975
HIA Health Insurance Act 1973
ICA Insurance Contracts Act 1984
ITAA Income Tax Assessment Act 1936
MINCO Ministerial Council for Corporations, now
known as the Legislative and Governance
Forum
NMA National Measurement Act 1960
NVETRA National Vocational Education and Training
Regulator Act 2001
PDF Act Pooled Development Funds Act 1992
SGAA Superannuation Guarantee (Administration)
Act 1992
TAA Taxation Administration Act 1953
TGA Therapeutic Goods Act 1989
v
Personal Liability for Corporate Fault Reform Bill 2012
Abbreviation Definition
VEA Veterans' Entitlements Act 1986
vi
General outline and financial impact
Outline
This Bill implements the Council of Australian Governments' (COAG)
Directors' Liability reform, which aims to harmonise the imposition of
personal criminal liability for corporate fault across Australian
jurisdictions. The Directors' Liability reform project forms part of the
COAG National Partnership Agreement to Deliver a Seamless National
Economy.
The amendments proposed to be made in this Bill apply the Principles
agreed as part of the COAG Directors' Liability reform to Commonwealth
legislation across various portfolios, including the Corporations Act 2001,
Corporations (Aboriginal and Torres Strait Islander) Act 2006, Insurance
Contracts Act 1984, Foreign Acquisitions and Takeovers Act 1975,
Income Tax Assessment Act 1936, Taxation Administration Act 1953,
Superannuation Guarantee (Administration) Act 1992, Pooled
Development Funds Act 1992, Therapeutic Goods Act 1989, Health
Insurance Act 1973, Veterans' Entitlements Act 1986, Classification
(Publications, Films and Computer Games) Act 1995, National
Measurement Act 1960, and National Vocational Education and Training
Regulator Act 2001.
The Bill amends these Acts to:
· remove personal criminal liability for corporate fault where
such liability is not justified;
· remove the burden of proof on defendants to establish a
defence to a charge;
· replace personal criminal liability for corporate fault with
civil liability where a non-criminal penalty is appropriate;
and
· where personal criminal liability is justified, to make clear
the circumstances where such liability would apply.
Date of effect: The Bill commences on the day following Royal Assent.
The Bill does not have retrospective effect.
Proposal announced: These reforms were originally announced as part
of the COAG National Partnership Agreement to Deliver a Seamless
National Economy on 29 November 2008.
Financial impact: The financial impact will be nil.
Compliance cost impact: The compliance cost will be nil.
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Personal Liability for Corporate Fault Reform Bill 2012
Regulation impact statement
Impact: A Regulation Impact Statement (RIS) was not required for the
amendments.
Summary of Statement of Compatibility with Human Rights
A Statement of Compatibility with Human Rights has been prepared in
accordance with Part 3 of the Human Rights (Parliamentary Scrutiny)
Act 2011.
This Bill is compatible with human rights. It promotes the right to the
presumption of innocence.
2
Chapter 1
Council of Australian Governments
Directors' Liability Reform Project
Background
1.1 The Directors' Liability reform project is part of the Council of
Australian Governments' National Partnership Agreement to Deliver a
Seamless National Economy (SNE NP). The COAG reform initiative
commits all jurisdictions to establishing a nationally consistent and
principled approach to the imposition of personal liability on directors and
other corporate officers for corporate fault.
1.2 The reform initiative aims to remove regulatory burdens on
directors and corporate officers that cannot be justified on public policy
grounds, and to minimise inconsistency between Australian jurisdictions
in the application of personal liability for corporate fault in government
laws.
1.3 In November 2008, COAG agreed to the reform of personal
criminal liability for corporate fault across Australian law, other than for
laws relating to workplace health and safety and environmental protection
(which were then the subject of separate reform processes).
1.4 COAG's decision followed earlier reviews, including by the
Australian Law Reform Commission, the Corporations and Markets
Advisory Committee (CAMAC) and the Commonwealth Government
Taskforce on Reducing the Regulatory Burden on Business (Banks
Taskforce), which had recommended reform.
1.5 In December 2009, COAG agreed to a set of Principles (`COAG
Principles') proposed by the Ministerial Council for Corporations
(MINCO) for national adoption as the basis upon which personal liability
for corporate fault should be imposed. The implementation plan for the
SNE NP requires all existing Commonwealth, State and Territory
legislation to be audited against the COAG principles and jurisdictions to
introduce legislation by the end of 2012 to reform their directors' liability
provisions to ensure consistency with the COAG Principles. It also
commits all jurisdictions to agree to apply the COAG Principles in future
legislation.
1.6 At the request of COAG, the Business Regulation and
Competition Working Group (BRCWG), comprising senior officials from
Commonwealth, State and Territory governments and chaired by the
Commonwealth Minister for Finance and Deregulation and
Commonwealth Minister Assisting for Deregulation, developed a set of
3
Personal Liability for Corporate Fault Reform Bill 2012
supplementary Guidelines to assist jurisdictions in auditing their
legislation against the COAG Principles. On 25 July 2012, COAG agreed
to apply these Guidelines when drafting future legislation. The audits do
not cover core environmental protection legislation or Acts based on
national model legislation.
Scope of reform
1.7 The Guidelines clarify the scope of matters to be covered by the
jurisdictional audits as only applying to provisions where a director is held
criminally liable for an offence that was committed by the corporation.
The Guidelines make clear that the COAG Principles do not extent to
situations where a director may have committed an offence personally, or
where a director might be held liable as an `accessory' to an offence
(where the director aided, abetted, counselled or procured the
corporation's offence, or was knowingly concerned in the corporation's
offence).
1.8 To give effect to the COAG reform, jurisdictions were required
to implement the audit outcomes by introducing legislation to make the
necessary amendments by the end of 2012 and to continue to apply the
COAG principles and guidelines when drafting future legislation.
1.9 The amendments in this Bill represent those directors' liability
provisions in Commonwealth legislation recommended for repeal or
amendment in line with the COAG Principles and Guidelines.
COAG Principles for the imposition of personal liability for
criminal fault
1.10 The following are the agreed COAG Principles:
· Where a corporation contravenes a statutory requirement, the
corporation should be held liable in the first instance.
· Directors should not be liable for corporate fault as a matter
of course or by blanket imposition of liability across an entire
Act.
· A `designated officer' approach to liability is not suitable for
general application.
· The imposition of personal criminal liability on a director for
the misconduct of a corporation should be confined to
situations where:
- there are compelling public policy reasons for doing so
(for example, in terms of the potential for significant
public harm that might be caused by the particular
corporate offending);
4
Council of Australian Governments Directors' Liability Reform Project
- liability of the corporation is not likely on its own to
sufficiently promote compliance; and
- it is reasonable in all the circumstances for the director to
be liable having regard to factors including:
: the obligation on the corporation, and in turn the
director, is clear;
: the director has the capacity to influence the conduct of
the corporation in relation to the offending; and
: there are steps that a reasonable director might take to
ensure a corporation's compliance with the legislative
obligation.
· Where principle 4 is satisfied and directors' liability is
appropriate, directors could be liable where they:
- have encouraged or assisted in the commission of the
offence; or
- have been negligent or reckless in relation to the
corporation's offending.
· In addition, in some instances, it may be appropriate to put
directors to proof that they have taken reasonable steps to
prevent the corporation's offending if they are not to be
personally liable.
5
Chapter 2
Corporations Act 2001
Outline of chapter
2.1 The Bill amends the Corporations Act 2001 (Corporations Act)
to:
· reform certain provisions that impose personal criminal
liability for corporate fault in line with the COAG Principles;
and
· make clear those circumstances in which corporate officers
can be held personally criminally liable for corporate fault.
Context of amendments
2.2 There are numerous provisions in the Corporations Act that
impose personal criminal liability on company officers for breaches of
that Act by the corporation. The audit of Commonwealth legislation
conducted as part of the COAG Directors' Liability Reform project
identified a number of those provisions as inappropriately applying
personal criminal liability on officers in a manner that did not accord with
the COAG Principles.
Summary of new law
2.3 The Bill amends the Corporations Act to repeal the imposition
of personal liability for corporate fault to bring the Act into alignment
with the COAG Principles.
2.4 A company secretary is an officer designated by a company as
being responsible for certain administrative functions within the company.
Where a company breaches one of the listed statutory functions for which
a company secretary is delegated responsibility, the company secretary is
criminally liable for the breach. If the company does not have a secretary,
each director of the company is instead responsible for the breach.
2.5 The Bill also amends the Corporations Act to
· replace the current criminal liability imposed on company
secretaries and directors under that provision of the
Corporations Act with a civil liability;
7
Personal Liability for Corporate Fault Reform Bill 2012
· impose a penalty for the breach of the civil liability; and
· improve the readability and clarity of the provision of that
Act which imposes the liability.
2.6 The Bill adjusts the penalties associated with offences for which
a company secretary is taken to be responsible to accord with general
Commonwealth penalty principles.
Comparison of key features of new law and current law
New law Current law
Company secretaries and company Company secretaries and company
directors where a secretary has not directors where a secretary has not
been appointed, are liable for a civil been appointed are liable for a
penalty of up to $3,000 for a breach criminal penalty of 5 penalty units for
of section 188, or $200,000 if such a a breach of section 188.
breach materially prejudices the
interests of the corporation or
scheme, or materially prejudices the
corporation's ability to pay its
creditors, or is serious.
Where offences specifically apply Provisions in the Corporations Act do
personal criminal liability for not explicitly highlight where personal
corporate fault, notes in the criminal liability is imposed for
Corporations Act draw attention to corporate fault.
this fact.
A company is guilty of an offence if A company officer is guilty of an
it fails to: offence if they are involved in a
· offer forfeited shares for sale company's failure to:
by public auction, or · offer forfeited shares for sale
· advertise such a sale in the by public auction, or
manner described in · advertise such a sale in the
subsection 254Q(3). manner described in
subsection 254Q(3).
Detailed explanation of new law
2.7 Section 188 of the Corporations Act currently makes company
secretaries criminally liable for certain breaches of the Corporations Act
by a company.
2.8 The Bill amends the Corporations Act to remove the personal
criminal liability of company secretaries for offences listed within
section 188. The offences generally relate to administrative defects for
8
Corporations Act 2001
which criminal penalties are not justified under the COAG principles.
[Schedule 1, Items 1 and 21]
2.9 While it is inappropriate to impose criminal liability on company
secretaries in the situations listed in section 188, there remains a strong
public interest in requiring a company secretary to turn their mind to the
need for a company to comply with the law. The Bill replaces the
criminal liability for company secretaries with liability under the civil
penalty framework of the Corporations Act. [Schedule 1, Items 18 and 19]
2.10 The penalties for the underlying offences listed under
section 188 are stated in Schedule 3 of the Corporations Act. A number
of these penalties are inconsistent with the Guide to Framing
Commonwealth Offences, Infringement Notices, and Enforcement Powers
(Commonwealth Guide to framing offences), which describes appropriate
levels of penalties, and relationships between the number of penalty units
and the length of imprisonment terms appropriate for an offence. The Bill
amends Schedule 3 of the Corporations Act to bring the offences to which
section 188 applies into alignment with the Commonwealth Guide to
framing offences. [Schedule 1, Items 20, 22, 23, 24 and 25]
2.11 Subsection 254Q (13) applies personal liability in relation to a
failure by a company to offer forfeited shares for sale by public auction, or
to advertise such sales in accordance with the subsection. This provision
has been identified as being in breach of the COAG Principles as the type
of harm that this subsection aims to prevent is not significant enough to
warrant strict personal criminal liability for the corporate fault. The Bill
therefore removes the extension of liability to any officer of the company
who is involved in the contravention. [Schedule 1, Item 8]
2.12 Subsection 319(5A) mistakenly provides an offence for breach
of a previously repealed section. The Bill removes this offence.
[Schedule 1, Item 14]
2.13 Section 601FC sets out the primary duties of a responsible entity
of a managed investment scheme. Subsection 601FC (5) makes the
breach of those duties by the responsible entity a civil penalty provision
under Part 9.4B of the Corporations Act. A person who is involved in the
responsible entity's contravention is also subject to a civil penalty.
Currently, subsection 601FC(6) makes a person involved in the
contravention of a responsible entity's duties personally criminally liable
where the person's involvement was reckless or intentional. This
provision has been identified as being in breach of the COAG Principles.
The Bill therefore repeals subsection 601FC(6) and the related penalty
item in Schedule 3 of the Corporations Act. [Schedule 1, Items 17 and 26]
2.14 A number of sections in the Corporations Act apply personal
criminal liability to a person who is involved in a contravention of the
section. The Bill annotates the Corporations Act to make clear upon the
reading of those offence provisions that personal liability will apply, and
9
Personal Liability for Corporate Fault Reform Bill 2012
that `involved' is defined in section 79 of the Act. [Schedule 1, Items 2, 3, 4,
5, 6, 7, 9, 10, 11, 12, 13, 15 and 16]
Application and transitional provisions
2.15 These amendments apply from the day after Royal Assent.
[Section 2]
2.16 The amendments apply only in relation to acts or omissions
occurring on or after the day the Bill commences. [Schedule 7, Item 1]
10
Chapter 3
Foreign Acquisitions and Takeovers
Act 1975
Outline of chapter
3.1 The Bill amends the Foreign Acquisitions and Takeovers
Act 1975 (FATA) to assist officers of a corporation to be aware of the
situations in which personal liability may be imposed by making it clear
on the face of the legislation.
Context of amendments
3.2 Section 30 is potentially a blanket liability provision. Blanket
liability provisions are referred to in the COAG Principles and Guidelines
as provisions that create personal liability which applies to contraventions
of all relevant offences located within the Act. In conjunction with
section 31, section 30 creates personal liability for breaches of a number
of provisions in the FATA. The COAG Principles do not consider blanket
liability provisions to be appropriate because they result in personal
criminal liability being applied by default to the rest of an Act, and make
the full extent of potential liability for the company breaching a
requirement difficult to ascertain. In turn, this may make it more difficult
for company officers to ascertain exactly what their legal obligations and
the required standard of conduct are.
Summary of new law
3.3 The Bill amends the FATA to clarify that subsection 31(1) will
only make an officer of the corporation who authorised or permitted the
commission of an offence by a corporation personally liable for the breach
of the law.
11
Personal Liability for Corporate Fault Reform Bill 2012
Comparison of key features of new law and current law
New law Current law
Where an offence against the FATA Where an offence against the FATA is
is committed by a corporation, only committed by a corporation, an officer
an officer of a corporation who of a corporation who is in default is
authorised or permitted the guilty of an offence. An officer who is
commission of the offence is guilty of in default includes an officer who
an offence. authorises or permits the commission
of the offence.
Where offences specifically apply Provisions in the FATA do not
personal criminal liability for explicitly highlight where personal
corporate fault, notes in the FATA criminal liability is imposed for
draw attention to this fact. corporate fault.
Detailed explanation of new law
3.4 Subsection 30(1) of the FATA provides that a person who
contravenes or fails to comply with an order under Part II of the FATA is
guilty of an offence. Subsection 30(2) makes it an offence to continue to
fail to comply with an order under Part II of the FATA after conviction for
the initial offence.
3.5 Under the existing section 31 of the FATA, where an offence
against the Act is committed by a corporation, an officer of the
corporation who is in default is guilty of an offence. A reference to an
officer who is in default is defined to include a reference to an officer who
authorises or permits the commission of the offence.
3.6 The current wording in section 31 is ambiguous, providing the
potential for an officer who did not authorise or permit the commission of
the offence to nonetheless be liable in some situations. The Bill therefore
amends Section 31 to clearly apply personal liability only to an officer
who authorised or permitted the commission of the offence. [Schedule 2,
Items 2, 3 and 4]
3.7 The Bill amends the heading of section 30 to include a reference
to orders under Part II. [Schedule 2, Item 1]
3.8 A number of sections in the FATA apply personal liability to a
person who is involved in a contravention of the section. The Bill
annotates the FATA to make clear upon the reading of those offence
provisions that personal liability will apply. [Schedule 2, Items 5, 6, 7, 8, 9, 10,
11, 12, 13, 14, 15, 16 and 17]
12
Foreign Acquisitions and Takeovers Act 1975
Application and transitional provisions
3.9 These amendments apply from the day after Royal Assent.
[Section 2]
3.10 The amendments apply only in relation to acts or omissions
occurring on or after the day the Bill commences. [Schedule 7, Item 1]
13
Chapter 4
Health Insurance Act 1973
Outline of chapter
4.1 The Bill amends the Health Insurance Act 1973 (HIA) to reform
certain provisions involving personal criminal liability for corporate fault
in line with the COAG Principles; and make clear those circumstances in
which corporate officers can be held personally criminally liable for
corporate fault.
Context of amendments
4.2 The HIA imposes personal liability for corporate fault on
company officers in a range of circumstances.
4.3 In particular, the HIA makes it an offence for a practitioner or
medical entrepreneur to receive or obtain a bribe from a proprietor of a
private hospital in return for enabling a person to be admitted as a patient,
and for the proprietor of a private hospital to offer such a bribe. The audit
of Commonwealth legislation identified this as a provision that applied
personal criminal liability on officers in a manner that was not consistent
with the COAG Principles.
4.4 The HIA also makes executive officers of companies providing
certain health services personally criminally liable for breaches of that Act
by the company where the company engages in conduct that is intended to
induce a person to request pathology or diagnostic imaging services from
a provider.
4.5 The offence was developed in consultation with the pathology
industry, and is aimed at providing fairer bargaining between pathology
providers and owners of clinics. Previous legislation that did not impose
personal criminal liability on the officers of these companies was not
effective in deterring the prohibited practices in question.
4.6 These offences are aimed at preventing inappropriate referrals
for pathology and diagnostic services. The cost of such inappropriate
referrals is in part borne by the Commonwealth Government, and by
extension taxpayers, through payments made to the service provider as
part of the Medicare Benefits Scheme. The retention of personal criminal
liability in relation to this offence is therefore justified on the basis that
there are compelling public policy grounds, and that corporate penalties
alone are not effective in deterring the prohibited practices.
15
Personal Liability for Corporate Fault Reform Bill 2012
Summary of new law
4.7 The Bill amends the HIA to remove the personal criminal
liability on company officers of the proprietor of a private hospital who
wilfully authorise or permit the bribery of a medical practitioner, midwife
or nurse by their corporation, where the officer has not personally been
responsible for the offence.
Comparison of key features of new law and current law
New law Current law
Where an offence is committed by a Where an offence is committed by a
corporation in relation to corporation in relation to
section 129AA, an officer of the section 129AA, an officer of the
corporation who is in default is not corporation who is in default is guilty
guilty of an offence. of an offence.
Notes in the Act draw attention to Provisions in the Act do not currently
section 23DZZIT, which indicates explicitly highlight where personal
where personal liability is imposed on liability is imposed on an executive
an executive officer of a body officer of a body corporate.
corporate.
Detailed explanation of new law
4.8 Section 129AA of the HIA makes it an offence for a practitioner
or medical entrepreneur to receive or obtain a bribe from a proprietor of a
private hospital in return for enabling a person to be admitted as a patient,
and for the proprietor of a private hospital to offer such a bribe.
Subsections 129AA (2), 129AA (3) and 129AA (6) extend this liability to
an officer of the corporation who is in default. This is defined to include
an officer who wilfully authorises or permits the commission of the
offence and by implication may extend to officers beyond those with this
level of involvement.
4.9 The Bill amends the HIA to repeal subsections 129AA (2),
129AA (3) and 129AA (6) and prevent the extension of personal criminal
liability to officers of the corporation where those officers were not
directly involved in the conduct. [Schedule 3, Items 1 and 2]
4.10 There are a number of offence provisions in the Act which could
be contravened in such a way as to trigger the imposition of personal
criminal liability for corporate fault where the company engages in
conduct that is intended to induce a person to request pathology or
diagnostic imaging services from a provider as provided for under
section 23DZZIT. The Bill amends the HIA to make clear upon the
reading of the provisions that trigger liability under section 23DZZIT, that
16
Health Insurance Act 1973
executive officers may incur personal liability for the offence. [Schedule 3,
Items 3, 4, 5 and 6]
4.11 The Bill corrects a typographical error in section 23DZZIO, to
correctly refer to offences against the Division. [Schedule 3, Item 7]
Application and transitional provisions
4.12 These amendments apply from the day after Royal Assent.
[Section 2]
4.13 The amendments apply only in relation to acts or omissions
occurring on or after the day the Bill commences. [Schedule 7, Item 1]
17
Chapter 5
National Vocational Education and
Training Regulator Act 2011
Outline of chapter
5.1 The Bill amends the National Vocational Education and
Training Regulator Act 2011 (NVETRA) to limit the circumstances when
executive officers including directors, can be held personally liable for the
offences of the company in the circumstances listed in section 133A of the
NVETRA.
Context of amendments
5.2 There are numerous provisions in the NVETRA that impose
personal criminal liability on executive officers, which includes directors
and other officers as defined in section 3 of NVETRA, for breaches of
NVETRA by the corporation.
5.3 The Report on Corruption in the Provision and Certification of
Security Industry Training, by the Independent Commission Against
Corruption identified a level of corruption in security industry training
where both Registered Training Organisations (RTOs) and students were
complicit in deceiving the registering authority. RTOs were falsely
claiming that students had passed examinations and had adequate levels of
English.
5.4 Australia's National Vocational Education and Training
Regulator, known as the Australian Skills Quality Authority, is delegated
broad monitoring and enforcement powers under the Education Services
for Overseas Students Act 2000 (the ESOS Act). A number of
submissions to the Baird Review of the ESOS framework alleged
instances of gross misconduct by education service providers, who
willingly mislead international students with false and misleading
information.
5.5 Australia has a highly regarded international education sector.
Instances of training providers exploiting international students or offering
substandard education threaten Australia's international reputation.
5.6 The retention of personal criminal liability in relation to the
NVETRA is justified on the basis that there are compelling public policy
grounds in the protection of vulnerable people, and that corporate
penalties alone are not likely to be effective in deterring the prohibited
practices.
19
Personal Liability for Corporate Fault Reform Bill 2012
Summary of new law
5.7 Section 133 of the NVETRA applies personal liability for
executive officers to all offences under the NVETRA. Currently, an
offence is committed by an executive officer if their organisation has
committed an offence, the officer knew the offence would be committed,
could prevent the conduct, and failed to take all reasonable steps to do so.
5.8 The Bill amends section 133 such that it applies only to offences
committed under the sections listed in section 133A rather than to all
offences under the NVETRA.
Comparison of key features of new law and current law
New law Current law
Section 133 of the NVETRA extends Section 133 of the NVETRA extends
derivative liability to offences derivative liability to all offences
specified in Section 133A of the Act. under the Act.
Notes in the NVETRA draw attention Provisions in the NVETRA do not
to section 133, which indicates where currently explicitly highlight where
personal liability is imposed on an personal liability is imposed on an
executive officer of a body corporate. executive officer.
Detailed explanation of new law
5.9 Section 133 of the NVETRA provides that an executive officer
can be personally liable for an offences under the NVETRA where:
· an organisation commits an offence;
· the officer knew the offence would be committed;
· the officer was in a position to influence the relevant
conduct; and
· the officer failed to take all reasonable steps to prevent the
commission of the offence.
5.10 The types of offences covered by the NVETRA broadly relate to
a registered training organisation acting outside the scope of their
registration, or failing to meet duties specific to such registered
organisations. Consequently, in practice these offences apply to only a
small set of corporations.
5.11 The Bill amends the heading of section 133 by adding explicit
reference to the personal liability of executive officers in section 133.
[Schedule 4, Item 1]
20
National Vocational Education and Training Regulator Act 2011
5.12 The Bill amends section 133 to insert section 133A to limit the
offences where directors can be personally liable for the breaches of the
corporation to those offences listed in the table contained within the new
section 133A. [Schedule 4, Items 2 and 3].
5.13 The Bill also amends the relevant sections of the NVETRA that
will continue to impose liability on executive officers as a result of the
amended section 133 and 133A to make this liability clear on the reading
of the relevant sections [Schedule 4, Items 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16,
17, 18, 19, 20, 21 and 22]
Application and transitional provisions
5.14 These amendments apply from the day after Royal Assent.
[Section 2]
5.15 The amendments apply only in relation to acts or omissions
occurring on or after the day the Bill commences. [Schedule 7, Item 1]
21
Chapter 6
Therapeutic Goods Act 1989
Outline of chapter
6.1 The Bill amends the Therapeutic Goods Act 1989 (TGA) to
remove derivative liability for relatively minor offences by removing the
current blanket application of derivative liability, and to make clear those
provisions under the TGA which impose personal liability on executive
officers of a body corporate for an offence committed by their company.
Context of amendments
6.2 There are numerous provisions in the TGA that impose personal
criminal liability on company officers for breaches of that Act by the
corporation. The audit of Commonwealth legislation identified a number
of those provisions that applied personal criminal liability on officers in a
manner that did not accord with the COAG Principles.
6.3 Section 54B (1) applies personal liability where:
· the body corporate commits an offence;
· the officer knew that the offence would be committed;
· the officer was in a position to influence the relevant
conduct; and
· the officer failed to take all reasonable steps to prevent the
commission of the offence.
6.4 Section 54B (1) is currently a blanket liability provision.
Blanket liability provisions are referred to in the Principles and Guidelines
as provisions that create personal liability which applies to contraventions
of all relevant offences located within the Act. The COAG Principles do
not consider blanket liability provisions to be appropriate because they
result in personal criminal liability being applied by default to the rest of
an Act, and make the full extent of potential liability for the company
breaching a requirement difficult to ascertain.
6.5 Section 54B was introduced into the TGA by the Therapeutic
Goods Amendment Act (No.1) 2006. The amendments made by that Act
were made because of a succession of serious safety and quality breaches
by a major Australian manufacturer of therapeutic goods which
necessitated regulatory action to protect the Australian public from
medicines manufactured in a way that posed a threat to public health and
safety. Section 54B ensures that executive officers who are in a position
23
Personal Liability for Corporate Fault Reform Bill 2012
to prevent a contravention by the body corporate will be liable for the
contravention if they fail to take reasonable steps to do so.
6.6 The majority of sponsors of therapeutic goods in Australia are
body corporates, and a considerable number of those are small body
corporates. Directors and officers of small companies have a greater role
to play in the lower level management of the company and have greater
influence over its day to day operations. Therefore, the industry structure
makes it more likely that directors and officers will have influence over
the companies conduct in relation to many issues dealt with by the TGA.
However, even for larger companies, where directors and officers have
high level strategic roles and little, if any, involvement in day to day
operational and managerial issues, those directors should ensure that there
are systems and policies in place that ensure employees are aware of the
laws which apply to them and that the company complies with these laws.
6.7 Failure to comply with the TGA has criminal consequences that
attract an appropriate level of punishment, deterrence, and censure for
contraventions which can seriously endanger public health and safety due
to problems with the quality, safety and efficacy of therapeutic goods.
Summary of new law
6.8 The Bill removes the personal liability of executive officers for
the offences of a body corporate in relation to relatively minor offences
under the TGA.
6.9 The Bill removes the automatic application of this derivative
liability under the TGA. Derivative liability will only apply to those
sections listed under the new section 54BA, and those regulations that are
prescribed for the purpose of section 54BA. The general application of
the Crimes Act 1914 and the Criminal Code (that is in relation to attempt,
accessories after the fact, complicity, incitement, and false or misleading
statements) continues to apply
6.10 The Bill inserts notes under each offence provision where an
executive officer of a body corporate may be personally liable for a
breach.
24
Therapeutic Goods Act 1989
Comparison of key features of new law and current law
New law Current law
Executive Officers may only be Executive Officers can be personally
personally liable for the offences set liability for all offences committed
out in section 54BA of the under the Therapeutic Goods Act.
Therapeutic Goods Act, and any
regulations prescribed for that
purpose.
Notes in the Act draw attention to Provisions in the Act do not currently
sections 54B and 54BA, which distinguish between minor offences
indicate where personal liability is and more serious offences for which a
imposed on an executive officer of a body corporate manager should be
body corporate. held accountable because of the
potential serious consequences
flowing from a breach of a significant
regulatory requirement.
Detailed explanation of new law
6.11 The Bill limits the application of personal criminal liability for
corporate fault to serious offences under the TGA, rather than to all
offences.
6.12 The Bill amends the heading of section 54B to make reference to
the personal liability of executive officers. [Schedule 5, Item 1]
6.13 The Bill amends the TGA so that Executive Officers will only
be personally criminally liable for offences covered by the new
section 54BA. Section 54B continues to apply to serious offences, being
those listed under new section 54BA. [Schedule 5, Item 2]
6.14 Many of the offences in the TGA are structured such that there
are three `tiers' of culpability for conduct that breaches the Act. The
different tiers of culpability in general relate to the likelihood of harm
arsing.
6.15 For example, section 32BA of the TGA prescribes different
penalties for the same conduct, according to whether:
· the offence has or would result in harm or injury to any
person;
· the offence would likely result in harm or injury to any
person; or
· the offence had been committed, regardless of harm.
25
Personal Liability for Corporate Fault Reform Bill 2012
6.16 Where offences follow this above structure, the application of
personal liability via section 54B has been removed in relation to the
lowest level of culpability (where it is not shown that harm has resulted).
6.17 The Bill inserts the new section 54BA which contains all of the
offences to which Subsection 54B (1) applies. Section 54BA retains the
existing power under the TGA to prescribe offences in regulations made
under the TGA that will attract personal liability for executive officers,
and allows certain provisions under the Crimes Act 1914 and the Criminal
Code to continue to apply. [Schedule 5, Item 3]
6.18 The Bill also amends the offence provisions in the TGA that
continue to apply personal criminal liability through the operation of
Section 54B by inserting a note to these provisions to signify that
subsection 54B (1) and section 54BA apply in relation to the offences.
[Schedule 5, Items 4 to 80]
Application and transitional provisions
6.19 These amendments apply from the day after Royal Assent.
[Section 2]
6.20 The amendments apply only in relation to acts or omissions
occurring on or after the day the Bill commences. [Schedule 7, Item 1]
26
Chapter 7
Other Acts amended
Outline of chapter
7.1 The Bill amends a number of Acts that provide personal
criminal liability for corporate fault. The Acts amended are the:
· Child Support (Registration and Collection) Act 1988 (the
Child Support Act;
· Classification (Publications, Films and Computer Games)
Act 1995 (the Classification Act);
· Corporations (Aboriginal and Torres Strait Islander)
Act 2006 (the CATSIA);
· Income Tax Assessment Act 1936 (the ITAA);
· Insurance Contracts Act 1984 (the ICA);
· National Measurement Act 1960 (the NMA);
· Pooled Development Funds Act 1992 (the PDF Act);
· Superannuation Guarantee (Administration) Act 1992 (the
SGAA);
· Taxation Administration Act 1953 (the TAA); and
· Veterans' Entitlements Act 1986 (the VEA).
7.2 Schedule 6 of the Bill reforms the application of personal
criminal liability for corporate fault in relation to the Acts listed above,
such that the Acts comply with the COAG Principles where appropriate
on public policy grounds. To that extent the amendments include:
· the repeal of provisions;
· the reform of provisions to apply civil liability instead of
criminal liability;
· the reform of provisions to remove burdens of proof from
defendants;
· the reform of provisions to clarify the level of fault or
involvement necessary to trigger personal criminal liability;
· the insertion of notes signifying the imposition of personal
criminal liability for corporate fault to provisions where such
liability is not immediately evident on a reading of the
provision; and
· other minor and incidental amendments necessary to support
these amendments.
27
Personal Liability for Corporate Fault Reform Bill 2012
Context of amendments
7.3 Section 104 of the Classification Act deems a body corporate
manager liable where the body corporate commits an offence against
sections 101, 102 and 103 of the Act. A corporate manager may defend
this offence by showing that they did not know of the circumstances that
constituted the offence, or that they took all reasonable steps to prevent
the commission of the offence. These underlying offences relate to the
possession, control or supply of prohibited material (such as pornography
and violent material) in prescribed areas. Section 104 was put in place as
part of the Northern Territory National Emergency Response. The main
objective of Part 10 of the Classification Act, in which section 104 is
contained, is to enable special measures to be taken to protect children
living in Indigenous communities in the Northern Territory from being
exposed to prohibited material.
7.4 The CATSIA substantially mirrors the Corporations Act by
establishing a parallel regulatory regime directed towards Indigenous
corporations. Consequently, many sections in the CATSIA (including
those amended by the Bill) essentially replicate provisions in the
Corporations Act.
7.5 Section 76A of the ICA is a blanket liability provision. This
section applies to a number of offences, including offences in relation to
the provision of documents to ASIC, and offences surrounding
interactions between insurers and insured parties. The provision is in
contravention of the COAG Principles as it creates personal liability
which applies to breaches of all relevant offences located elsewhere in the
Act. The COAG Principles do not consider blanket liability provisions to
be appropriate because they result in personal criminal liability being
applied by default to the rest of an Act, and make the full extent of
potential liability for the company breaching a requirement difficult to
ascertain. In turn, this may make it more difficult for company officers to
ascertain exactly what their legal obligations and the required standard of
conduct are.
7.6 Section 19G of the NMA operates as a blanket liability
provision. It applies personal criminal liability to directors of a company
where the company has committed an offence under the Act, as well as to
an employee, agent or officer of the body corporate with duties of such
responsibility that their conduct may fairly be assumed to represent the
body corporate's policy.
7.7 Section 50 of the PDF Act provides that where a pooled
development fund contravenes a provision specified in the section, it is
not guilty of an offence, but any officer or investment manager involved
in the contravention is guilty of an offence. The offences specified relate
to conduct of a pooled development fund in relation to the making of
28
Other Acts amended
investments, capital structure and activities, compliance with board
directions, compliance issues, and registration.
7.8 Where a notice, process or proceeding may be given to, served
upon or taken against a company or its public officer under the ITAA,
paragraph 252 (1)(j) of the ITAA allows the Commissioner of Taxation to
give, serve or take the same against any director, secretary or other officer
of the company. That director, secretary or other officer will then have
the same liability as the company or its public officer in relation to that
notice, process or proceeding. Although this provision reads as a form of
absolute liability, in Reynolds v Deputy Federal Commissioner of
Taxation (ACT) (1984) 55 ALR 653 (Reynolds) the Full Federal Court
determined that the relevant director, secretary or other officer must first
be put on notice that they must perform a particular act or fulfil a
particular obligation, before they can be impugned with the same liability
as the company under paragraph 252(1)(j) of the ITAA.
7.9 Section 444-15 of Schedule 1 to the TAA, subsection 57(7) of
the SGAA, and subsection 62(7) of the Child Support Act also allow
relevant regulators to give a notice to, serve a process on or take a
proceeding against a company director, secretary or other company
officer, and impose the same liability on this person as would have been
imposed on the company or its public officer. These three provisions are
drafted in substantially the same manner as paragraph 252(1)(j) of the
ITAA, and therefore would probably also be interpreted in light of the
decision in Reynolds.
7.10 Sections 93D and 93E of the VEA state that where an offence
against the Act is committed by a corporation, an officer of the
corporation who is in default is guilty of an offence. A reference to an
officer who is in default is defined to include a reference to an officer who
authorises or permits the commission of the offence. As with the FATA,
this wording is ambiguous, in that it suggests that an officer who did not
authorise or permit the commission of the offence could nonetheless be
liable in some situations.
Summary of new law
7.11 The amendments remove the defence available under section
104 of the Classification Act, and instead require the prosecution to prove
that a body corporate manager knew that an offence would be committed,
was in a position to influence the conduct of the body corporate in relation
to the offence, and failed to take all reasonable steps to prevent the
offence. Notes will be inserted to highlight the offences to which
section 104 of the Act applies.
7.12 Section 265-40 of the CATSIA will be amended to replace the
criminal liability of a secretary of an Aboriginal and Torres Strait Islander
29
Personal Liability for Corporate Fault Reform Bill 2012
corporation with a civil penalty, in a manner analogous to the amendments
to section 188 of the Corporations Act. Notes will be inserted into the
provisions to which section 265-40 extends liability.
7.13 Section 76A of the ICA will be repealed, thereby removing the
blanket liability imposed for all offences under the ICA. This will be
replaced by a new section 11DA, which applies personal liability in
relation to subsections 11C (2), 11D (2) and 11D (3). This preserves
personal liability in relation to ASIC's ability to obtain documents, and
the supplying of false or misleading information to ASIC.
7.14 Section 19G of the NMA will be repealed, removing blanket
liability from the Act.
7.15 Section 50 of the PDF Act will be repealed, removing personal
criminal liability for corporate fault from offences in the Act.
7.16 Section 252 of the ITAA, section 444-15 of the TAA, section 57
of the SGAA and section 62 of the Child Support Act will be amended to
remove the potential for directors to be made personally liable for
corporate fault. However, the ability of the relevant regulators to still give
a notice or serve a process on a company, by giving it or serving it on a
director or other particular company officers, will be preserved.
7.17 Sections 93D and 93 E of the VEA will be amended to clearly
apply personal liability only to company officers who intentionally
authorised or permitted the commission of an offence.
Comparison of key features of new law and current law
New law Current law
A body corporate manager will be Section 104 of the Classification Act
liable under section 104 of the deems a body corporate manager
Classification Act if the prosecution liable where the body corporate
can show that the manager: commits an offence against specified
· knew that an offence would sections. A manager may defend this
be committed; by showing that they did not know of
the circumstances constituting the
· was in a position to
offence, or that they took all
influence the conduct of the
reasonable steps to prevent the
body corporate in relation to
offence.
the offence; and
· failed to take all reasonable
steps to prevent the offence.
30
Other Acts amended
New law Current law
Secretaries of Aboriginal and Torres Secretaries of Aboriginal and Torres
Strait Islander corporations are liable Strait Islander corporations are liable
for a civil penalty of up to $3,000 for for a criminal penalty of 5 penalty
a breach of section 265-40, or units for a breach of section 265-40
$200,000 if such a breach material of the CATSIA.
prejudices the interests of the
corporation, materially prejudices the
corporation's ability to pay its
creditors, or is serious.
Personal criminal liability for Section 76A of the ICA applies
corporate fault in relation to the ICA personal criminal liability for
will apply only in relation to corporate fault in relation to all
subsections 11C(2), 11D(2), and offences against the Act.
11D(3), which relate to the ability of
ASIC to obtain documents, and the
supplying of false or misleading
information to ASIC.
Personal criminal liability for Section 19G of the NMA applies
corporate fault will not apply in the personal criminal liability for
NMA. corporate fault in relation to all
offences against the Act.
Personal criminal liability for Section 50 of the PDF Act applies
corporate fault will not apply in the personal criminal liability for
PDF Act. corporate fault in relation to specified
offences relating to the conduct of a
pooled development fund in relation
to the making of investments, capital
structure and activities, compliance
with board directions, compliance
issues, and registration.
Relevant regulators can continue to Paragraph 252(1)(j) of the ITAA,
give a notice to or serve a process on section 444-15 of the TAA,
directors or other particular company subsection 57(7) of the SGAA and
officers. However, these directors subsection 62(7) of the Child
and particular company officers Support Act allow relevant regulators
cannot be personally impugned with to give a notice to, serve a process on,
the same liability as that would be or take a proceeding against a
attributable to the company. company by giving to, serving on or
taking the same against directors or
other particular company officers.
This has the potential to impose the
same liability as would be attributable
to the company, on these directors or
other particular company officers.
31
Personal Liability for Corporate Fault Reform Bill 2012
New law Current law
Where an offence is committed Where an offence against the VEA is
against the VEA by a corporation, committed by a corporation, an
only an officer of a corporation who officer of a corporation who is in
authorised or permitted the default is guilty of an offence. An
commission of the offence is guilty of officer who is in default includes an
an offence. officer who authorises or permits the
commission of the offence.
Where offences apply personal Provisions in the various Acts listed
criminal liability for corporate fault, above do not explicitly highlight
notes will draw attention to this fact. where personal criminal liability is
imposed for corporate fault.
Detailed explanation of new law
7.18 Section 104 of the Classification Act aims to protect children
living in Indigenous communities in the Northern Territory from being
exposed to prohibited material. Due to the significant public harm being
addressed, the retention of personal liability for corporate fault is
considered appropriate. However, in accordance with ordinary principles
of criminal law, the Bill amends section 104 to place the burden of proof
on the prosecution to show that a defendant was in a position to influence
the conduct of the body corporate in relation to the offence, and failed to
take all reasonable steps to prevent the offence from occurring.
Redrafting will also clarify the penalties that apply in relation to
individuals, taking into account the Commonwealth Guide to framing
offences. [Schedule 6, Item 6]
7.19 The Bill also amends the offence provisions in the Classification
Act that continue to apply personal criminal liability through the operation
of Section 104. The Bill inserts a note to these provisions to signify that
section 104 applies in relation to the offences. [Schedule 6, Items 4 and 5]
7.20 Section 265-40 of the CATSIA substantially replicates the
operation of section 188 of the Corporations Act. For the purpose of
consistency, sections in the CATSIA are kept as similar as possible to
their equivalent sections in the Corporations Act. The offences in
section 265-40 of the CATSIA generally relate to administrative defects
for which criminal penalties are not justified under the COAG Principles.
The Bill therefore amends section 265-40 to maintain consistency with
section 188 of the Corporations Act. [Schedule 6, Item 11]
7.21 The Bill amends the CATSIA to apply civil penalty provisions
in place of the existing criminal penalties for section 265-40. This ensures
that adequate incentives are in place to deter the conduct that
section 265-40 aims to prevent. [Schedule 6, Items 15 and 16]
32
Other Acts amended
7.22 The Bill also amends the provisions in the CATSIA that apply
liability to company secretaries through the operation of section 265-40.
The Bill inserts a note to these provisions to make clear that
section 265-40 applies. [Schedule 6, Items 7, 8, 9, 10, 12, 13 and 14]
7.23 The Bill repeals section 76A of the ICA, thereby removing the
blanket liability imposed for all offences under the ICA. With the
exceptions of subsections 11C(2), 11D(2), and 11D(3), the policy
objectives of these offences are generally sufficiently protected by the
ability of ASIC to cancel or place conditions on the financial services
licence of an insurer. [Schedule 6, Items 22]
7.24 The Bill inserts a new section 11DA into the ICA to retain
personal criminal liability for corporate fault in relation to breaches of
subsections 11C(2), 11D(2) and 11D(3), which relate to the ability of
ASIC to obtain documents, and the supplying of false or misleading
information to ASIC. Section 11DA will only apply where a person
permits or authorises the conduct that constitutes an offence under these
subsections. [Schedule 6, Item 21]
7.25 The Bill also inserts a note to subsections 11C (2), 11D (2) and
11D (3) of the ICA to make clear that section 11DA applies. [Schedule 6,
Item 20]
7.26 The Bill repeals section 19G of the NMA. This section is no
longer necessary to achieve the objectives of the Act. [Schedule 6, Item 23]
7.27 Section 50 of the PDF Act will be repealed thereby removing
personal criminal liability for corporate fault from offences in the Act.
Section 50 requires the involvement of the relevant corporate officer and
is therefore not technically covered by the COAG Principles. This section
is no longer necessary to achieve the objectives of the Act. A redundant
reference in section 51 is also removed. [Schedule 6, Items 24, 25 and 26]
7.28 The Bill amends section 252 of the ITAA, section 444-15 of the
TAA, section 57 of the SGAA and section 62 of the Child Support Act to
ensure that directors and particular company officers cannot be held
personally liable for corporate fault through the operation of these
sections. This is no longer necessary to achieve the objectives of the
respective Acts. The ability of the relevant regulator to give a notice or
serve a process on a company by giving it or serving it on a director (or
other relevant company officer) has been preserved. [Schedule 6, Items 2, 3,
18, 19, 28, 29 and 31]
7.29 The Bill also adds notes to the ITAA, TAA, SGAA and the
Child Support Act to make clear that notwithstanding the amendments
detailed above, the relevant regulators retain the ability to serve
documents on a company by serving them on a specified officer or
representative of the company. [Schedule 6, Items 1, 17, 27 and 30]
33
Personal Liability for Corporate Fault Reform Bill 2012
7.30 The Bill amends sections 93D and 93E of the VEA to make
clear that these sections apply personal liability only to an officer who
intentionally authorised or permitted the commission of the offence.
[Schedule 6, Items 32, 33, 34 and 35]
Application and transitional provisions
7.31 These amendments apply from the day after Royal Assent.
[Section 2]
7.32 The amendments apply only in relation to acts or omissions
occurring on or after the day the Bill commences. [Schedule 7, Item 1]
34
Chapter 8
Statement of Compatibility with Human
Rights
Prepared in accordance with Part 3 of the Human Rights
(Parliamentary Scrutiny) Act 2011
Personal Liability for Corporate Fault Reform Bill 2012
8.1 This Bill is compatible with the human rights and freedoms
recognised or declared in the international instruments listed in section 3
of the Human Rights (Parliamentary Scrutiny) Act 2011.
Overview of the Bill
8.2 Under the Council of Australian Governments (COAG) National
Partnership Agreement to Deliver a Seamless National Economy, personal
criminal liability for corporate fault should be imposed only where it is
fair and principled to do so, and not as a matter of course. COAG has
endorsed a set of Principles (the COAG Principles) which provide factors
to be considered in determining whether such personal liability is
justified. The Personal Liability for Corporate Fault Reform Bill 2012
amends a number of Acts to:
· remove personal criminal liability for corporate fault where
such liability is not justified;
· remove the burden of proof on defendants to establish a
defence to a charge;
· replace personal criminal liability for corporate fault with
civil liability where a non-criminal penalty is appropriate;
and
· where personal criminal liability is justified, insert notes to
make clear the circumstances where such liability would
apply.
35
Personal Liability for Corporate Fault Reform Bill 2012
8.4 This reform will ensure that under Commonwealth law,
company directors are not held personally criminally liable for corporate
fault as a matter of course. Such liability will be imposed only where:
· there are compelling public policy reasons;
· liability of the corporation is not likely on its own to
sufficiently promote compliance; and
· it is reasonable in all the circumstances for the director to be
liable.
Human rights implications
8.5 This Bill engages and promotes the right to the presumption of
innocence in Article 12 of the International Covenant on Civil and
Political Rights. The Bill amends provisions to remove obligations on
defendants to show an applicable defence. Removing this obligation
promotes the presumption of innocence.
Conclusion
8.6 This Bill is compatible with human rights. It promotes the right
to the presumption of innocence.
Parliamentary Secretary to the Treasurer, the Hon Bernie Ripoll MP
36
Index
Schedule 1: Council of Australian Governments Directors'
Liability Reform Project
Bill reference Paragraph number
Items 1 and 21 2.8
Items 2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13, 15 and 16 2.14
Item 8 2.11
Item 14 2.12
Items 17 and 26 2.13
Items 18 and 19 2.9
Items 20, 22, 23, 24 and 25 2.10
Schedule 2: Corporations Act 2001
Bill reference Paragraph number
Item 1 3.7
Items 2, 3 and 4 3.6
Items 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 3.8
Schedule 3: Foreign Acquisitions and Takeovers Act 1975
Bill reference Paragraph number
Items 1 and 2 4.9
Items 3, 4, 5 and 6 4.10
Item 7 4.11
Schedule 4: Health Insurance Act 1973
Bill reference Paragraph number
Item 1 5.11
Items 2 and 3 5.12
Items 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 5.13
and 22
37
Personal Liability for Corporate Fault Reform Bill 2012
Schedule 5: National Vocational Education and Training
Regulator Act 2011
Bill reference Paragraph number
Item 1 6.12
Item 2 6.13
Item 3 6.17
Items 4 to 80 6.18
Schedule 6: Therapeutic Goods Act 1989
Bill reference Paragraph number
Items 1, 17, 27 and 30 7.29
Items 2, 3, 18, 19, 28, 29 and 31 7.28
Items 4 and 5 7.19
Item 6 7.18
Items 7, 8, 9, 10, 12, 13 and 14 7.22
Item 11 7.20
Items 15 and 16 7.21
Item 20 7.25
Item 21 7.24
Items 22 7.23
Item 23 7.26
Items 24, 25 and 26 7.27
Items 32, 33, 34 and 35 7.30
Schedule 7: Other Acts amended
Bill reference Paragraph number
Item 1 2.16, 3.10, 4.13, 5.15,
6.20, 7.32
38