Response to the coronavirus (COVID-19) pandemic

We thank you for your patience and cooperation during the COVID-19 pandemic. The Registrar of Indigenous Corporations is aware of the challenges it poses for Aboriginal and Torres Strait Islander corporations. We are working on temporary provisions to support your operations and governance, and will update this page as information becomes available.

This page was last updated 26 March 2020.

ORIC’s services

We are open! We’ve got staff located all around the country, some working in offices and others working from home. Regardless of where we are, we’re connected and ready to help you. 

For now, we have stopped providing face-to-face services such as training workshops and visiting corporations. While this is frustrating—as we understand how important in-person communication is within our sector—we feel this is a responsible decision to ensure the safety of everyone, especially Aboriginal and Torres Strait Islander people from remote communities.

We’re working on other ways to support your operations and governance.

So if you have a question about governance or how to hold a meeting please call or email us as usual—1800 622 431 or info@oric.gov.au—during normal business hours. 

Registrar’s actions to help corporations

The risks associated with the COVID-19 pandemic will require many corporations to adopt innovative practices in relation to general meetings and directors’ meetings. Restrictions on large gatherings and travel, and members’ concerns about attending meetings will affect a corporation’s ability to meet and make decisions.

A major advantage of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act) is that it was designed as a special measure intended to provide the Registrar with flexibility in administering it so that corporations can maintain the best possible governance. 

Below we’ve outlined how the Registrar will use his unique powers and the flexibility of the legislation to help corporations manage the threats and impacts of COVID-19.

Ideas? If you have ideas about other measures or actions the Registrar can take to assist corporations, please let us know.

Annual reporting

A small number of corporations with a financial year that ended on 31 December 2019 are required to report to the Registrar by 30 June 2020. The range of reports vary depending on corporation size and income—all corporations are required to lodge a general report, some are required to provide a financial report and directors’ report.

Corporations will be able to prepare most information required in the reports, but we understand some may have difficulty finalising financial information during this time. For example, travel restrictions may limit the auditor’s ability to perform their work in auditing financial statements.

Registrar’s support: 

 

The Registrar has approved that corporations with financial year ending on 31 December 2019 will have an extension of time to lodge their reports until 31 August 2020. 

 

The Registrar has also approved that corporations affected by bushfires that had previously been granted an extension of time for lodging reports receive a further extension of time to 31 August 2020.

Note: It is the Registrar’s policy not to provide extensions of time for lodging reports after the due date has already passed. Corporations that have not lodged their 2018–19 reports that were due by 31 December 2019 should do so or contact ORIC as soon as practicable.

Holding meetings and passing resolutions

Annual general meetings

The impact of COVID-19 will most likely affect: 

  • newly registered corporations that are required to have a general meeting within three months of registration
  • corporations with a financial year ending on 31 December (calendar year) who are required to hold their AGM by 31 May.

Registrar’s support: extension of time to hold AGM

 

New corporations: The Registrar has determined that all new corporations, registered from 1 January 2020, will be granted an extension of six months to hold the corporation’s first meeting (under s. 201-145). 

 

Effectively this means a corporation registered on 20 January 2020, which was due to hold its first general meeting by 20 April 2020, will now have until 20 October 2020 to hold the meeting. The Registrar will review the extension in July 2020.

 

Calendar-year corporations: If you think you’ll need more time to hold your AGM please contact ORIC before 31 May. We will prioritise processing exemptions from the time to hold your meeting.

Using technology to hold general meetings and directors’ meetings

Some corporation rule books already allow the corporation to use technology (phones and video conferencing) to hold a meeting in multiple places. The Registrar encourages corporations to use these if possible. Check what your rule book says.

Other corporations may have rule books that are not adequate and workable in the context of the risks associated with the spread of COVID-19. The rules that may be problematic for corporations in the current context relate to the conduct of both general meetings and directors’ meetings. These risks also affect the ability of corporations to make appropriate changes to their rule books.

Registrar’s support: Registrar-initiated special rules for COVID-19

 

The Registrar has developed a set of special rules designed to help corporations respond appropriately to the COVID-19 pandemic. 

 

A corporation can request the Registrar exercise his power under the CATSI Act to change their rule book to include the special rules, without needing to pass a special resolution for this purpose. These rules will include an end date, which can be reviewed by the Registrar in due course.

 

To ensure the special rules are consistent with the CATSI Act, the Registrar will make complementary determinations under section 225-15 exempting corporations that adopt the special rules from certain provisions in Chapter 5 of the CATSI Act.

>> View the special rules for COVID-19 [Word doc] last revised 26 March 2020

The problematic rules include:

  • Place rules: rules that require meetings to be held in a particular place or places.
    • A related problem is the requirement in section 201-60 that a ’general meeting must be held at a reasonable time and place’. This may limit the ability of corporations to conduct meetings entirely on electronic platforms. The Registrar has the power under section 225-15 to exempt corporations from the potentially strict requirement of section 201-60.
    • Similarly, the provision in section 201-65 for general meetings to be held at two or more ‘venues’ could be interpreted to mean two or more physical places. This may also require an exemption under section 225-15.
  • Attendance rules: rules that limit a member or director’s ability to attend meetings by electronic conferencing facilities including telephone, video, and social media platforms. 
  • Voting rules: rules that require voting by a show of hands may be challenging to corporations conducting meetings on electronic platforms.

The Registrar’s special rules intend to allow corporations maximum flexibility to hold meetings using any suitable technology, including social media platforms, online platforms, mobile platforms or other applications.

  • Postponement and cancellation rules: rules that do not allow meetings to be postponed or cancelled once they’re called. The CATSI Act is silent on the power of corporations to postpone or cancel general meetings and directors’ meetings. The common law provides that, generally, meetings may only be postponed or cancelled if the constitution of the body corporate provides for it. There is uncertainty as to whether the law permits postponements or cancellations in exceptional circumstances such as the COVID-19 pandemic.

The Registrar’s special rules intend to allow corporations to postpone or cancel meetings after notice is given where appropriate to do so.

  • Circulating resolution rules: rules that circulating resolutions (those made without a general meeting or directors’ meeting) must be signed by all members or directors, as the case may be. These rules, which reflect the requirements of the CATSI Act, reduce the potential utility of circulating resolutions in the context of the COVID-19 pandemic in which more decisions may have to be made by way of circulating resolutions. An exemption under section 225-15 to some inconsistent requirements of the CATSI Act may be necessary to ensure the rule book changes are effective.

The Registrar’s special rules intend to allow corporations to seek relevant members’ or directors’ endorsement of resolutions so they may continue conducting business if in-person meetings are not feasible. This may include using text, social media or other applications to vote, where an electronic record is created, including reasonable verification of identity, and retained as part of the corporation’s records (eg including screenshots of text messages or social media).

  • Directors’ meetings rules: rules that require directors’ meeting to be held at particular times, or within particular timeframes. Under section 212-1, a corporation’s rule book must specify how often directors’ meetings are to be held. There will be instances where directors’ meetings cannot be held by any means due to circumstances relating to the pandemic.

The Registrar’s special rules intend to allow directors’ meetings to be held less frequently if they cannot be conducted using technology.

Native title meetings (registered native title bodies corporate)

It is important to note that the special rules for COVID-19 do not apply to meetings with common law holders for the purpose of consultations under the Native Title (Prescribed Body Corporate) Regulations 1999 (NT Regulations). RNTBCs should consult their native title representative body or native title service provider to ensure they continue to meet the requirements of the NT Regulations. 

Requesting the Registrar change your corporation’s rule book

Corporations that would like to adopt the special rules for COVID-19 need to request the Registrar use his powers to amend the rule book to apply the special rules. 

The request needs to:

  • include evidence that the majority of the directors agree to adopting the special rules for COVID-19. This may be in the form of a signed statement from a director. 
  • say what measures the corporation will implement to ensure transparency during this period. This could include distribution of directors’ reports and AFS and processes for members to ask questions of directors where both the question and response can be accessed by other members.

>> Example wording of statement from directors to adopt the special rules [Word doc]

Don’t think the special rules will help your corporation?

If your corporation concludes that the special rules for COVID-19 would not be effective in allowing the corporation to carry out meetings and make decisions, and there is no other practical way to undertake the business of the corporation, then you may apply for an exemption or extension of time. 

In your application please describe the measures your corporation plans to implement to maintain transparency during this period. For example, distributing directors’ reports and audited financial statements, and processes for members to ask questions of directors in a way that both the question and response can be accessed by other members.

Other useful information

Advice on employment issues

The FairWork Ombudsman has information about coronavirus and Australian workplace laws. Find out about workplace entitlements and obligations if you’re affected by the outbreak of COVID-19, including information about stand downs from work, working arrangements impacted by school closures, and pay and sick leave entitlements. fairwork.gov.au

Relief for financially distressed businesses

The Australian Government has released information relating to a range of financial measures to offer temporary relief for financially distressed businesses at treasury.gov.au/coronavirus/businesses including a fact sheet.
ORIC has been advised that corporations registered under the CATSI Act are covered by this relief.

Tips for corporations

Communicate with your stakeholders

We know that COVID-19 may affect your corporation’s operations or even prevent you from providing some services. It’s important your corporation keeps everyone informed of what it is doing. Some examples:

  • changes to services—eg operating hours, range of services available
  • contracted services—If you have a contract to deliver services or goods (from a funding body or third party) let the other party know if there will be any impact on your ability to fulfil the contract terms
  • money already received—If you’ve had to cancel services or events where people have paid money it’s important that you are transparent about what you’re going to do with the money—eg whether you’ll refund it and how, or that you’re holding it until you can reschedule the event

Holding virtual meetings

For corporations holding technology-assisted meetings, we offer the following basic advice. (For more detail, this article on what it takes to run a great virtual meeting is worth reading.)

Before the meeting:

  • Identify the technology or technologies that will work for you:
    • What technology will everyone be able to use from where they are? Do you need video or will audio suffice? (Bear in mind that psychologists' belief that 55% of communication is body language, and another 38% is tone of voice.)
    • How will people to indicate they wish to speak or ask a question?
    • How will remote participants be able to vote in an election of directors or on any resolution? If voting should be anonymous, how will you shield their identity?
  • Test the technology. If you are using audio only, make sure the microphone is well positioned (or if you have a roving mic, test that it works around the whole meeting space). If you are using video, make sure the camera has an appropriate field of view. (Will it automatically refocus where the sound is coming from, or do you need to manually point it toward the person speaking?)
  • Ensure your meeting notice includes clear instructions for participating through the technology.
  • Send out any additional information that people will need to participate. 

During the meeting:

  • Introduce everyone in the room and elsewhere. Make sure people at the far end/s feel included. Take extra time to do this; it's important.
  • To ensure you're not disrupted by background noises, ask remote participants to mute their microphones.
  • The chairperson or facilitator should provide an overview of the agenda and explain how the interactions (speaking, voting) will occur.
  • The chairperson or facilitator will also need to do more than usual to check that everyone who wants to contribute has the opportunity.