Document ID: chunk:federal_register_of_legislation:F2017L01306:body:0:p10
Version: federal_register_of_legislation:F2017L01306
Segment Type: other
Provision Reference: 
Character Range: 23910–26695

transfers of business. That is, in terms of paragraph 13(b) of the Act, APRA is unlikely to be satisfied that the ways prescribed in rules 13 and 14 below will adequately take into account the interest of members of the transferring and receiving bodies unless special circumstances are present (although APRA will consider each matter on its merits).

   Note 2  The effect of paragraph 12(e) is that all members must be given notice of the meeting at which the resolution is to be passed, including members who, under regulation 12.4.03, have elected, or are taken to have elected, not to receive notices of meetings under subsection 249J(1).  In addition, in relation to the meeting, the body must treat all members on the basis that they are entitled to the benefit of subsection 249H(1), subsection 249P(6) and paragraph 249Z(b) of the Corporations Act 2001: see regulation 12.4.03(4) of the Corporations Regulations 2001.

    13.  For the purposes of paragraph 13(a) of the Act, the following way of adopting a transfer is prescribed:

       (a)         the transfer is approved by a resolution of the board of directors of the body; and

       (b)         if APRA determined in writing that certain requirements must be complied with in relation to notice to directors of the meeting at which the resolution was to be made (including requirements as to the content of such notice), the body complied with those requirements before the directors made the resolution.

   Note  For the purposes of paragraph 13(b) of the Act, APRA is unlikely to consider that the adoption of a transfer in this way adequately takes account of the interests of members of the transferring and receiving bodies unless special circumstances are present (although APRA will consider each matter on its merits).

   In deciding whether the way of adopting a transfer prescribed in this paragraph does satisfy paragraph 13(b) of the Act, and for the purposes of paragraph 11(1)(c) of the Act, APRA will consult with ASIC, and is likely to consider:

       (a)  whether, in the circumstances of the proposed transfer, the interests of members (including members who are depositors or policy owners) are such that the usual way of adoption in rule 12 need not apply;

       (b)  whether the transfer of business proposal is such that the interests of members would not be substantially affected by the transfer (for example, where only a small portion of the business is being transferred); and

       (c)  whether arrangements will be put in place for members (including depositors or policy owners) to raise questions and be heard on issues, and whether an independent moderator will be engaged.

    14.  For the purposes of paragraph 13(a) of the Act, if a transferring or receiving body is not