Malcolm Roberts (Queensland, Pauline Hanson's One Nation Party) Share this | Hansard source

ator ROBERTS () (): As a servant to the people of Queensland and Australia, I speak to the Corporations Amendment (Meetings and Documents) Bill 2021. The process of bringing corporate governance into the digital age has proven problematic for the Morrison-Joyce government. This was not because the issues involved in this bill were too complicated for the good folk over on the government benches. The real culprit in dragging out this issue for more than two years is the Treasury who, we know, are the real government in Australia. Once again, Treasury could not help themselves in constructing measures to serve the interests of the big end of town over the interests of everyday Australian shareholders, and they came unstuck—the Treasury came unstuck.

This is an issue that I've been trying to sort out since the first reports of the failure of virtual AGMs came into my office in October 2020. In September 2020, Treasury introduced the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020. It allowed any company to run a virtual AGM, as well as providing for some measures regarding electronic filing. That determination was enthusiastically embraced by the big end of town. It proceeded to run roughshod over the entire concept of shareholder primacy and accountability.

All the usual suspects were there rorting away. Bendigo Bank limited questions to an online forum that allowed only 500 characters for a question. That's little longer than a tweet, making it almost impossible to ask a sensible question. Maybe that was their objective. Activist shareholders were excluded from the virtual meeting room by way of being sent incorrect logins for the meeting. The emergency assistance number did not answer. Bendigo Bank did write their own Dorothy Dix questions, which were not correctly referenced to a shareholder by name, of course, for obvious reasons. Were all shareholder questions asked? Who would know? There was no public transcript of the AGM made available, although a full transcript was available for a fee.

Not to be outdone, Crown casino pulled their own stunts, including changing the wording of questions that were too embarrassing for Crown. They combined the same questions from different shareholders—except they were not the same. Hard questions were grouped with a softball question, and only the softball question was asked. They would read a question but then advise that the answer would only be given in a private conversation with the shareholder. What! The meeting was then guillotined, and remote attendees were given seconds to vote, ensuring proxies decided the vote in favour of the guillotine. This sounds like Labor and the Liberals running the Senate!

The year after that AGM, Crown's operations were described by a royal commission as disgraceful, illegal, dishonest, unethical and exploitative. As a result, one of Crown's casino licences was placed under supervision, their largest shareholder was told to unload its shareholding, and at one point Crown's share price was off almost 50 per cent—people didn't trust them. Those Crown shareholders who were deliberately and systematically disenfranchised by the directors' deceit at the AGM lost money because Crown ran their AGM as a damage control exercise. That cannot happen if the shareholders are in the same room as the directors. If shareholders had been allowed to ask their hard questions, to hold the board to account, would the meltdown of Crown in the year that followed still have occurred? It's an interesting question.

That's why AGMs matter. That's why shareholder primacy matters, and accountability to shareholders above all else. Who will invest money in publicly listed companies if the directors can make a joke of the one opportunity shareholders have to control how their money is invested by their company, or, worse, if shareholders know their money is being misused and are not then given a chance to do something about it. It's disgraceful, dishonest, unethical and immoral. Treasury's attempt to relieve their big business mates of the troublesome scrutiny of these pesky shareholders who own their companies risked undermining the very concept of a publicly traded corporation.

Despite the circus that virtual AGMs became, the government enshrined the same provisions in the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021, which was passed only after One Nation and others in the Senate forced the government to sunset the bill on 31 March 2022—next month. If the Corporations Amendment (Meetings and Documents) Bill 2021 is not passed in this sitting then the measures sunset and the original provisions of the Corporations Act regarding AGMs and document filing come back. This is not something One Nation wanted to see. To be fair, the government has constructed a bill which went a long way towards correcting their original skulduggery.

This is actually a well written bill, except One Nation is still concerned this bill contains the same provisions for registered corporations to hold 100 per cent virtual AGMs—entirely virtual. The Treasury tried to cover that up. The explanatory memorandum for the Corporations Amendment (Meetings and Documents) Bill 2021 includes this passage:

The Bill makes permanent changes allowing companies and registered schemes to hold hybrid meetings (which give shareholders the option of either attending in person or remotely) …

On page 18, which explains the provision for virtual AGMs, the section is headed: 'Hybrid meetings of shareholders of a company or registered scheme'. Then it says, right there, that registered companies can hold 100 per cent virtual AGMs—not hybrid, 'virtual'—in its own document! Did Treasury think no senator or stakeholder would read the bill and discover the provisions for virtual AGMs for registered corporations still lurking in there? Is this planned? Is it deliberate deceit? That's enough of the spin, enough of explanatory memorandums being written by the marketing department. How about some honesty?

In the Senate inquiry, the Property Council of Australia stated that while they supported the bill they remained concerned that, subject to a constitution change, even public corporations could vote to hold 100 per cent virtual AGMs. The Australian Shareholders' Association has called on AGMs to remain hybrid—not 100 per cent virtual—and highlighted the same failings that I raised with the Australian Securities and Investments Commission at estimates in March 2021. The submission by the Australasian Centre for Corporate Responsibility also opposed 100 per cent virtual AGMs in these terms:

The proposed amendments would permit companies to adopt virtual-only proceedings—

where their constitution allows for it—

thereby avoiding any in-person, transparent interactions with shareholders. This is not in the interests of shareholders or public companies …

  …   …   …

There is certainly no obvious case to justify allowing companies to do away with physical meetings … altogether.

One Nation agrees: We want transparency. We want accountability. We want scrutiny. The Australian Council of Superannuation Investors pointed out that some companies changed their constitutions during the pandemic to allow virtual AGMs and the wordings of those resolutions would count as a constitution change under the bill. That means that companies could run virtual AGMs straightaway with no further vote.

A second rort the Australian Council of Superannuation Investors found was in IPOs. If the initial constitution passed to create a new company included virtual AGM provisions, then those would be in place from the start, and, again, the shareholders would be disenfranchised with no opportunity to vote against virtual AGMs.

Senator McKim has submitted amendment 1472 revised, which removes the right of a listed corporation to hold a 100 per cent virtual AGM. I thank Senator McKim for proposing that amendment, and One Nation is in support.

Looking at the rest of the bill, the Corporations Amendment (Meetings and Documents) Bill 2021 enables electronic execution and witnessing of legal documents to be made permanent and consistent across Australian jurisdictions. This is not an AGM related provision. For instance, it would allow for execution and witnessing of deeds electronically. In committee, the document handling sections of this bill were supported by the Australian Small Business and Family Enterprise Ombudsman, the Australian Institute of Company Directors, CPA Australia, the Law Council and the Governance Institute of Australia amongst others.

Overall, One Nation supports this bill. However, we remind the government that we will be voting against the bill because of our principle of voting for freedom and wanting the government to restore basic freedoms to not only the people who protesting out the front here right now but people around Australia who are being penalised with inhuman, immoral and ridiculous unscientific vaccine mandates and other forms of coercion and restrictions. We will be voting against this.