Commonwealth Numbered Regulations

CORPORATIONS REGULATIONS (AMENDMENT) 1998 No. 185 - REG 66

66.1 After Schedule 5, insert:
                           SCHEDULE 5A            Regulation 2M.1.03
MODIFICATIONS OF THE OPERATION OF CHAPTER 2M OF THE CORPORATIONS LAW
Definitions for Schedule
1. In this Schedule: AGM means annual general meeting. Chapter 2M means
Chapter 2M of the Corporations Law. chief entity has the meaning given in
section 295 of the Corporations Law as in force immediately before the
commencement of item 29 of Schedule 3 to the Company Law Review Act 1998. life
insurance law means a law of the Commonwealth, except the Corporations Law,
relating to life insurance. prescribed corporation means:

   (a)  an Australian bank; or

   (b)  a life office. Compliance with Chapter 2M-financial reports of
        Australian banks
2. If an Australian bank has prepared a financial report in accordance with
the law of the Commonwealth, except the Corporations Law, relating to banking,
the corporation is taken to have complied with the corresponding provisions of
Chapter 2M. Compliance with Chapter 2M-financial reports of life offices
3. (1) If a life office has prepared a financial report in accordance with the
life insurance law (or with an order made under section 340 or 341 of the
Corporations Law applying to the report) and the report was:

   (a)  laid before the relevant AGM of the corporation; and

   (b)  lodged within 3 months of the end of the period to which it relates;
        the life office, and its directors and auditors, are not taken to have
        contravened Chapter 2M only because of the circumstances mentioned in
        subclause (2).

(2) The circumstances are:

   (a)  a financial report was not prepared in accordance with Chapter 2M,
        laid before the relevant AGM of the corporation or lodged; and

   (b)  an audit report required by that Chapter was not laid before that AGM
        or lodged.

(3) If the life office does not lay before its AGM financial reports and
auditors' reports complying with the life insurance law, the life office must
lodge a copy of each of the reports within 4 months of the end of the period
to which it relates. Auditors' reports on financial reports of life offices
4. If the financial report of a life office complies with the life insurance
law, sections 307, 308 and 309 of the Corporations Law do not apply in
relation to the report. Compliance with certain provisions of Chapter
2M-prescribed corporations
5. (1) This clause applies to a prescribed corporation that has, in accordance
with Chapter 2M as modified in its operation by this Schedule, given to its
members the documents that it is required to lay before its relevant AGM.

(2) The corporation is not taken to have contravened Division 4 of Part 2M.3
of the Corporations Law only because it did not give to its members the
financial reports or other documents mentioned in the Division.

(3) However, subclause (1) does not apply in relation to a financial report or
other document that must be laid before the AGM under section 317 of the
Corporations Law. Directors' reports-prescribed corporations that are not
chief entities
6. If a prescribed corporation is not a chief entity in a financial year,
subsection 292 (1) of the Corporations Law does not require a directors'
report for the corporation to be prepared for the year. Compliance with
Chapter 2M-financial reports of certain chief entities
7. (1) This clause applies to a corporation that, during an accounting period
of the corporation:

   (a)  was a chief entity; and

   (b)  controlled another corporation (a controlled entity) that was a
        prescribed corporation at any time in that period.

(2) The chief entity does not contravene Chapter 2M only because a financial
report of the entity does not consolidate a controlled entity that was at any
time during the accounting period to which that report relates a prescribed
corporation if the report complies with subclause (3).

(3) A financial report of the chief entity for the accounting period complies
with this subclause if the report of the controlled entity for the
corresponding accounting period of the controlled entity is attached to the
financial report of the chief entity.