HOUSE OF REPRESENTATIVES, 29 NOVEMBER 2021
The Corporations Amendment (Meetings and Documents) Bill 2021 is a bill relating to meetings and documents. I hope the House might indulge me for a moment in speaking about a great Australian historian who produced more documents than pretty much anyone else in the business. A week ago Australia lost Stuart Macintyre, someone who was one of our great national storytellers. He was a fellow of the Academy of the Humanities and of the Academy of the Social Sciences, where he served at its president. He served as the Dean of the Faculty of Arts at the University of Melbourne and published a spate of deeply researched books, including The Reds, The History Wars, Winners and Losers and Australia's Boldest Experiment. As Janet McCalman noted in an article about him for the Conversation:
He was assiduous. He always answered letters and later, emails, immediately. He was a close and constructive critic of his students' work and a dedicated supervisor.
Those in this place will know him probably most for The History Wars, launched by Paul Keating, though they may be less aware of the later reconciliation with some of those who were on the other side of that debate. I drew on his work on The Oxford History of Australia, Volume 4, 1901–1942: The Succeeding Age on the stories that he told about Australians that symbolise the inequality of the age despite Australia's egalitarian stories—stories about the tycoon father of a distinguished politician who became a baron, about Australia's finest lyric poet labouring in heartbreak land, forever longing for the lovely woman he was too poor and sick to marry. Stuart Macintyre was a fabulous storyteller. As Janet McCalman noted, his penultimate monograph, Australia's Boldest Experiment: war and reconstruction in the 1940s, does potentially tell the tale of where Australia should go post COVID, drawing on the lessons of Curtin and Chifley and the advice provided to them by H.C. (Nugget) Coombs about how to rebuild a better nation after a crisis.
This bill deals with the issues of virtual and hybrid AGMs which have arisen as a result of the COVID pandemic. There are advantages to virtual and hybrid AGMs in providing access to people living in rural, regional and remote Australia and to shareholders with disabilities who might otherwise feel comfortable about attending a meeting in person, but it is important also to recognise that this may have an impact on the scrutiny that is brought to bear upon directors.
It's perhaps no surprise that the Australian Institute of Company Directors has strongly supported this measure while the Australian Shareholders Association has been much more uncertain. The Australian Shareholders Association's submission to the Treasury review process noted:
We have experienced meetings of varying quality. While many companies have tackled the production of a virtual AGM with enthusiasm and goodwill, the atmosphere, and feeling of being heard by directors and management, is missing. Control over the questions remains with the company, with the potential to exclude questions, and shareholders not being aware of any areas of contention or doubt. The effectiveness of questioning someone face-to-face and being able to follow up by asking for further explanation when the answer is not complete cannot be underestimated. With all the goodwill in the world a virtual AGM is, by comparison, often a flat lifeless affair.
The association goes on to note, talking about the benefits of an in-person AGM:
When the chair, the managing director and others are making these explanations, it is not to a flat screen or a camera, but to real people, which creates a dynamism which is often reflected in the increased excitement in the presenter's voice and manner. Then the shareholders, the owners, have the opportunity sometimes to praise the directors, but usually to ask those questions that they may have waited a year to ask. If they do not think the response fully answers their query, they can ask a follow-up question or the same question in a different manner.
The Australian Shareholders Association talks about the empowering nature of an in-person question-and-answer session in which someone is able to physically face the directors as a shareholder, a part owner of the company.
Many of us in this place have experienced virtual committee hearings, which are, in my view, inferior to in-person hearings as a way of grilling witnesses. There simply isn't the ability to have that back and forth that characterises a really good conversation. It's why many courts have been concerned about moving to a purely online process. Members of parliament who've had the choice to come here or to be patched in by telepresence have almost always chosen to physically come here if they're able to make it work for themselves and their families. That's because physical parliament has a character that virtual parliament simply can't match.
-Ms Rishworth: Hear, hear!
That is a 'hear, hear' from the member for Kingston, whose presence we have occasionally missed and whose telepresence doesn't make up for not having her physically here in the chamber. That's a concern that many have raised about the move to virtual AGMs and a concern that has led the Shareholders Association to suggest that hybrid approaches may be preferable: hybrid approaches that allow accessibility to people who can't get there and permit strong scrutiny from people who can.
It is these concerns that have led the Shadow Assistant Treasurer, my friend and colleague the member for Whitlam, to foreshadow an amendment for an independent statutory review of the bill. We have to make sure that these changes improve accessibility to shareholder meetings, not simply allow directors to duck scrutiny. High-quality scrutiny within a general meeting can bring to light concerns and allow shareholders to work out which directors are managing the show well, which managers are doing the best job.
With those comments in mind, Labor will be supporting the bill, but it will be doing so with the intention of having an independent statutory review to ensure that the many promises the coalition has made about virtual AGMs are in fact not a way of watering down scrutiny of corporations.
Authorised by Paul Erickson, ALP, Canberra.