ADDRESS TO THE

AUSTRALIAN INDUSTRY GROUP

ANNUAL DINNER

MONDAY, 19 AUSGUST 2002

Thank you for your invitation to speak here tonight. I thought I might comment

tonight on the big story in international markets, the volatility of world stockmarkets

and its implications for regulatory policy.

Slide 1 shows the growth of the US S&P 500 stock index over the course

of the last 12 years. As you can see from 1996 to its peak in March 2000 it

doubled. This had all the hallmarks of a bubble. And the events since then have

the hallmarks of a correction.

In mid July 2002 the S&P 500 was down 48 per cent from its peak.

Compare this with the growth in the ASX200 index. The ASX200 was much more

steady and incremental in growth – no bubble and no bust. But remember back

to 2000. Most people saw our market’s `conservative’ growth as an indication

of some kind of failure – we were an old economy rather than a new one, we had

missed the ICT boom, etc. etc. At that time I argued we were a new economy not

because we manufactured ICT but because we used it. And better than putting

all our eggs in the tech basket was to have a rounded economy that was broadly

based and could withstand shocks.

If the Australian stock market had the same sector weights (including IT) as

the S&P, our stock market would have recorded a 32 per cent fall in value

rather than the 3 per cent fall that has occurred from March 2000.

Slide 2 shows that over the last three or so years, the Australian share market

has performed extremely well compared to other markets. The Reserve Bank reports

in its latest Statement of Monetary Policy, that the UK and Canadian

markets fell by more than 30 per cent and the US and Japanese markets fell by

around 40 per cent since March 2000. Our performance in comparison leaves our

stock market as one of the best performers in the world over the last couple

of years.

Slide 3 shows why we can call the US sharemarket result a bubble. It compares

the S&P index with underlying corporate profits based on tax returns. Interestingly,

this is a measure of profits that companies do not have an incentive to overstate

– they are profits filed for the purpose of tax.

Slide 4 shows how on an `as reported’ profits basis stock prices rose all out

of proportion with P/E ratios reaching unprecedented levels.

Going back to the comparison of corporate profits and share prices [slide 3],

it is not hard to see why managers were motivated to fix remuneration to share

prices rather than underlying profits. During the Tech boom the fact that a

company made low or no profit was almost a badge of honour. In Tech companies

there was often another reason to pay executives in shares or options – sometimes

there was no cash.

One of the advantages of a market is that it allows profitable businesses to

prosper and non profitable ones to fail. As a consequence capital gets allocated

to the more profitable ones. This shows up at the level of the firm – capital

is allocated to produce the goods and services that people want to buy. And

the price signals of all those consumers buying goods and services for value

allocates capital as between alternative uses.

At the national economic level, this success in efficient resource allocation

shows up in higher productivity growth and more robust GDP growth. This is not

to say there are no occasions to intervene in a market – plainly there are.

But over time markets allocate limited resources better than the alternative

mechanisms such as State ownership and State control.

Australia’s GDP growth has remained strong during the Asian crisis, and the

recent US recession. The latest National Accounts data confirms that Australia

continues to be one of the strongest growing economies in the industrialised

world. Growth was 4.2 per cent in the year to the March quarter. Low inflation,

low interest rates and a competitive exchange rate have provided a sound environment

for business growth.

This is an exceptional performance when compared against many of our trading

partners. For example, in 2001 the US grew by only 0.3 per cent and the European

Union by 1.5 per cent. Closer to home Japan, our largest export market, contracted

by 0.5 per cent.

Australia’s market sector labour productivity grew by 3 per cent

per annum over the second half of the 1990s, compared to just 0.8 per cent

per annum in the second half of the 1980s.

In a framework of strongly competitive markets, good corporate governance and

sound reporting help ensure that scarce equity and debt are allocated to firms

that can make the most productive and profitable use of them.

As we saw in the US in the late 1990s, it may be possible for a short period

for prices to run away from fundamentals.

But in the longer term, corporate fundamentals will always assert themselves

in the markets for debt and equity: Does the firm have good profits and cash

flows? Does it compare well to competing firms in its sector and the broader

economy? Is it well governed, with good board oversight of its strategic direction?

Are the company’s directors and management honest in their dealings? Does the

company fully and promptly disclose relevant information, which enables investors

to make informed decisions?

Good accounting, auditing and corporate governance help markets answer those

vital questions, and allocate scarce capital to those who can make the most

productive use of it.

These factors are all essential to well functioning markets, which are among

the foundations of a strong economy.

And when an economy uses its resources more productively, the total welfare

of the community is lifted.

So we want our markets to function well; to build a stronger economy, to benefit

the community.

In any year there will be thousands of business failures.

They will fail not necessarily because they are run by bad people. Or because

any law was broken. Or because of executive greed. They might fail because they

produce goods or services which people don’t want to buy, or don’t want to buy

at that firm’s price when it is available cheaper elsewhere. They might fail

because of management inexperience, or because they were under-capitalised and

never had a chance. They may fail because of external factors which were not

forseen or could not be counteracted.

A company’s failure can be a very personal blow to its investors, its directors,

its management and its employees but it does not necessarily mean someone has

broken the law. Effective corporate regulation and effective corporate governance

does not and should not mean that corporate failures will be eliminated.

What it means is that investors, management, employees and customers can be

confident that corporate activity is transparent and open, that corporate laws

are followed, and that any failure to follow the law will be pursued by a vigorous

corporate watchdog and enforced by an independent judiciary.

Australia vs USA

Under this Government, Australia now has the highest rate of share ownership

in the world. We welcome the fact that so many more Australians have a stake

in Australian companies. But this widespread share ownership has not eliminated

the risk inherent in investments. It does make corporate regulation more important,

so that risks of theft, fraud, concealment are eliminated or at least minimised

to the extent possible.

These are not just issues for Australia. Globally there is a focus on disclosure

and transparency. Recent corporate collapses in the United States serve to remind

us of the serious costs of regulatory failure and corporate wrongdoing. Investors

lose money, employees lose jobs, great companies can be destroyed. Confidence

is shaken.

The Government wants to ensure that Australia’s regime of corporate regulation

protects the legitimate interests of all market participants, including the

individual owners of shares as well as companies.

This Government commenced the overhaul of Corporations law with its Corporate

Law Economic Reform Program in 1996 because we recognised that bad regulation

has a real economic cost, while good regulation can increase the overall wealth

of the community.

Previously, as part of CLERP, the Government restructured Australia’s accounting

standard setting process to strengthen the independent standard setter and balance

the influence of the accounting bodies with broader stakeholder input.

We require disclosure of options.

The Corporations Act 2001 requires that details of the options granted

as part of the remuneration of directors and the five most highly remunerated

officers of a company be disclosed in the annual directors’ report.

• For listed companies, the requirement is to disclose `details of the nature

  and amount’ of these options. This would normally be taken to include their

  value.

However, to put the matter beyond doubt, the AASB has included in a proposed

accounting standard on “Director, Executive and Related Party Disclosures”

a requirement that disclosing entities disclose as remuneration:

• The value of equity-based compensation benefits based on their net fair

  value at vesting date (a valuation methodology is also specified); and

• Information on the terms and conditions of grants of equity compensation

  and other bonuses in the year of grant and in subsequent years until fully

  vested; this includes the price at which options may be exercised and the

  performance criteria that must be met in order for them to vest.

The AASB issued an exposure draft of this standard on 31 May 2002.

On many levels, Australia’s corporate regulation and corporate culture compares

favourably with the United States.

Our accounting standards promote substance over form – the “true and fair”

requirement – whereas the US tends to rely on detailed provisions – the “black

letter law” approach – which can encourage circumvention and loopholes.

To give you an example, the US Financial Accounting Standards Board has a standard

governing accounting for financial derivatives and hedging – a standard that

has been cited in relation to the collapse of Enron.

This standard, based on a simple principle but with myriad qualifications,

exemptions and exceptions, now runs to over 800 pages. And it is still a work

in progress.

A culture that says “show me where it says I can’t do this” is more

susceptible to sharp practice and unethical decision-making than one which favours

compliance with broad principles of accurate reporting.

The Australian Accounting Standards Board has announced that it will issue

future international standards at the same time as they are issued by the International

Accounting Standards Board.

• This follows the announcement by the Financial Reporting Council on 3 July

  2002 of its support for the adoption by Australia of international accounting

  standards from 1 January 2005.

• The IASB expects to issue its exposure draft on Accounting for Share-Based

  Payments in October 2002 which will require expense recognition of equity-based

  remuneration, including share options. The IASB expects to issue a final standard

  towards the end of 2003 to apply as a final standard to accounting periods

  beginning on or after 1 January 2004.

Disclosure of information to markets is another important difference.

Australia has an effective continuous disclosure regime, where significant

information must be disclosed to the market as and when it is known, rather

than the US system which focuses on quarterly reporting.

In addition, the presence of non-executive directors on boards appears to be

a more common element of corporate culture in Australia than in America.

This distinction is most often seen in relation to the roles of Chief Executive

Officer and Chairman. In America, the combined role of “Chairman and CEO”

is far more prevalent. The practice most Australian public companies follow

is to have an independent director as Chairman rather than the CEO. This is

the preferred approach recommended in our guidelines for recommended corporate

governance practice.

Improvements

We have room to improve and we are doing so in a number of areas.

The Government commissioned Professor Ian Ramsay to review the question of

the independence of company auditors and we will issue our response to his recommendations

in our CLERP 9 paper to be released shortly. But that report was written before

more recent developments and therefore could not respond to them.

• Final implementation of reforms in the audit area will take account of

  any recommendations of the HIH Royal commission, work currently being undertaken

  by the Joint Committee of Public Accounts and Audit, and developments overseas,

  particularly in the United States in response to the collapse of Enron and

  WorldCom.

CLERP 9 will also contain proposals in the areas of audit standard setting,

analyst independence, shareholder participation, continuous disclosure and enforcement

issues.

ASIC, while having stated that it does not believe that Enron/WorldCom type

accounting abuses represent a material risk in Australia, has established a

task force to review the financial reports of selected listed companies and

report on compliance with accounting standards.

In addition to action by government and its agencies, non-government organisations

have a key role to play in maintaining proper standards of corporate governance.

The Australian Stock Exchange plays a key role in the continuous disclosure

framework, but also in shaping Australia’s corporate culture. The Government

welcomes the recent initiative by the ASX to establish a corporate governance

council and its announcement that it will enhance Listing Rule requirements

regarding disclosure of compliance with standards.

Enforcement

Part of the test of the effectiveness of a law is its enforcement. By this

standard, Australia’s corporate law and its system of enforcement rates very

highly.

Over the past two years, ASIC has successfully prosecuted a number of high-profile

corporate officers.

• Former Harris Scarfe CFO, Alan Hodgson, was gaoled for 6 years;
• Following HIH’s collapse, Rodney Adler was banned from company management

  for 20 years, fined and ordered to co-pay compensation in the amount of $7

  million;

• Ray Williams was banned from company management for 10 years, fined and

  ordered to co-pay $7 million compensation; and

• Nicholas Whitlam was banned from acting as a director of any company for

  5 years and ordered to pay penalties of $20,000.

Many of these people are appealing.

Looking at the last 3 years, action taken by the Australian Securities and

Investments Commission has resulted in the gaoling of 69 corporate criminals

for a maximum of 229 years.

Today, ASIC has 111 defendents before the courts facing criminal charges and

20 facing civil proceedings.

We have made also made it easier for ASIC to enforce our laws by significantly

boosting ASIC’s funding.

In the May Budget, the Government committed to boosting ASIC’s funding by more

than $90 million over four years, to maintain its enforcement capability and

undertake ongoing work to implement and administer the recent CLERP reform in

the financial sector.

By contrast, Labor’s election policy was to boost ASIC’s funding by only $6

million over 4 years; $84 million less than was delivered by this government.

There has been a very recent suggestion about increasing penalties for corporate

offenders. Increasing maximum legal penalties achieves nothing unless prosecutions

are brought and secured. Look at the failure of the `Skase Chase’.

However, laws and enforcement do not tell the whole story.

Governments aim to incorporate regulatory flexibility and avoid prescriptive

approaches as far as possible. We have attempted to take a longer-term view

in our regulation, so that changes in technology, business practice and community

expectations can be successfully incorporated into regulation in an evolutionary

manner.

But this approach cannot be sustained unless business also accepts responsibility

for maintaining confidence in business practices.

Regulation is vital, but if `sharp’ practice becomes morally acceptable, if

peer standards do not reinforce standards, our laws will not be sufficient in

themselves.

And business leaders such as yourselves have a central role in reinforcing

and upholding standards. Without those standards, a great restraining force

is lost.

Conclusion

Our economy is strong but not immune from international developments. We have

come a long way with tax reform, reform of corporate governance, balancing our

Budget, repaying $62 billion of Labor debt and labour market reform. But if

we want to withstand these continuing challenges there is more to do. Our work

is not yet finished.