Generated by All in One SEO v5.0.1.1, this is an llms.txt file, used by LLMs to index the site. # Ownership Matters Governance Advisors ## Sitemaps - [XML Sitemap](https://ownershipmatters.com.au/sitemap.xml): Contains all public & indexable URLs for this website. ## Posts - [Research & News](https://ownershipmatters.com.au/research-news-publications/) - [Board composition, director pay and ‘skin in the game’ in the ASX300 in 2024](https://ownershipmatters.com.au/board-composition-director-pay-and-skin-in-the-game-in-the-asx300-in-2024/) - This study provides an overview of the composition of ASX100, ASX200 and ASX300 company boards, including director roles, independence, gender, remuneration, tenure, age and directors’ shareholdings – their ‘skin in the game’. The focus is on non-executive directors, however some analysis of their executive colleagues is also provided. Some of the key findings are as - [Australian Directors – The More Things Change, The More They Remain The Same](https://ownershipmatters.com.au/australian-directors-the-more-things-change-the-more-they-remain-the-same/) - A landmark study of public company directors in Australia has revealed that ASX300 boards have a greater proportion of independent and female directors than ever before but remain dominated by male chairs and CEOs. The Ownership Matters study was the first deep dive into Australian public company boards since its inaugural 2020 assessment of board - [Submission to Treasury on the review of financial markets infrastructure regulation](https://ownershipmatters.com.au/cofr-submission-on-listing-rule-changes/) - In a submission to Treasury in response to a Council of Financial Regulators' consultation paper on financial markets regulation, Ownership Matters strongly supported the proposal that ASIC direct market operators such as the ASX to make a listing rule with specified content. - [Speech at the ASIC Summer School 2012](https://ownershipmatters.com.au/speech-at-the-asic-summer-school-2012/) - Dean Paatsch spoke at the ASIC Summer School in February 2012 on corporate governance from the perspective of institutional shareholders. Their expectations of directors, the governance practices of listed companies, and the increased monitoring of corporate behaviour by individuals and private businesses. - [Submission on increasing the placement capacity to small listed companies](https://ownershipmatters.com.au/submission-on-increasing-the-placement-capacity-to-small-listed-companies/) - Ownership Matters prepared a submission that strongly opposed the proposal by the ASX to increase the placement capacity of small listed companies from 15 percent of shares on issue to 25 percent of shares on issue without prior shareholder approval. - [Submissions on CAMAC's discussion paper - the AGM and shareholder engagement](https://ownershipmatters.com.au/submissions-on-camacs-discussion-paper-the-agm-and-shareholder-engagement/) - Ownership Matters commented on a number of issues raised by CAMAC in its discussion paper, 'The AGM and shareholder engagement'. - [Waiting for Godot? Executive Pay Alignment in the Property Sector in 2012](https://ownershipmatters.com.au/waiting-for-godot-executive-pay-alignment-in-the-property-sector-2012/) - Ownership Matters forensically examined the sectoral trends and misalignment of pay practices across the A-REIT sector over the past 5 years. To download the report, click on the following link: Property Pay Practices 120928 - [Submissions to Treasury on the disclosure of executive pay](https://ownershipmatters.com.au/submissions-to-treasury-on-the-disclosure-of-executive-pay/) - Ownership Matters commented on the draft bill designed to enhance the disclosure of executive remuneration in Australia, published by Treasury in December 2012. - [While you were sleeping: On-market share purchases for employees](https://ownershipmatters.com.au/while-you-were-sleeping-on-market-share-purchases-for-employees/) - Ownership Matters investigated the listed company practice of buying shares on market to fulfill employee equity schemes and catalogued the cost to companies and the impact on shareholders in the context of minimal, delayed, disclosure by companies. - [Submissions on APRA's proposal to enhance disclosure by ADIs](https://ownershipmatters.com.au/submission-on-apras-proposal-to-enhance-disclosure-by-adis/) - Ownership Matters prepared submissions on the proposed remuneration disclosure requirements in APRA's discussion paper in response to measures introduced by the Basel Committee on Banking Supervision to address deficiencies in publicly available information identified during the global financial crisis. - [Capital raisings 2013 - too much is never enough](https://ownershipmatters.com.au/capital-raisings-2013/) - Ownership Matters compiled and analysed capital raising data for every company in the S&P/ASX 300 in the post-GFC period (2010 to 2012). - [Submissions on proposed governance changes to the ASX listing rules](https://ownershipmatters.com.au/submission-on-proposed-governance-changes-to-the-asx-listing-rules/) - In August 2013, the ASX released a consultation paper seeking comments on a number of proposed governance-related amendments to its Listing Rules and proposed changes to Guidance Note 9 Disclosure of Corporate Governance Practices. Ownership Matters prepared detailed submissions in response. - [The cost of remuneration advice in the S&P/ASX 200](https://ownershipmatters.com.au/the-cost-of-remuneration-advice-in-the-spasx-200/) - In a report prepared by Ownership Matters, the pay data for remuneration consultants is compiled and analysed, along with the regulatory regime that governs the disclosure of remuneration advice. - [2014 voting results summary: S&P/ASX 300](https://ownershipmatters.com.au/2014-voting-results-summary-spasx-300/) - This report summarises key themes from the results of all resolutions at securityholder meetings of S&P/ASX 300 entities in 2014. - [ASX submission: Review of approvals required for reverse takeovers](https://ownershipmatters.com.au/asx-submission-review-of-approvals-required-for-reverse-takeovers/) - Read OM’s submission to the ASX’s call for consultation on whether it should introduce a rule making ‘reverse takeovers’ – where the ‘bidder’ shareholders end up with less than half the merged company – conditional on bidder shareholder approval. ASX is rare among global peer exchanges such as the LSE, HKEx, SGX and NYSE in - [Review of 2015 general meeting outcomes](https://ownershipmatters.com.au/review-of-2015-general-meeting-outcomes/) - OM’s annual review of meeting outcomes across the S&P/ASX 300 reviews increased signs of investor willingness to oppose board-endorsed directors with incumbent directors at three companies resigning immediately prior to the annual meeting presumably in the face of significant investor opposition. The number of ‘strikes’ on remuneration report resolutions also increased slightly, from 16 across - [Key Audit Matters](https://ownershipmatters.com.au/key-audit-matters/) - For financial periods ending after 15 December 2016 the auditor has a responsibility to communicate key audit matters (KAM) in the audit report. This disclosure for listed companies has now been a requirement for a year, so all companies have at least one set of accounts with KAMs specified. OM analysed 290 KAM disclosures for - [Declared dividend trends and updates](https://ownershipmatters.com.au/declared-dividend-trends-and-updates/) - In turbulent markets, some companies are cancelling or suspending dividend payments to protect balance sheets Across the S&P/ASX 300 dividends announced but not paid as at March 25th totalled ~$17.6bn, and the ability to cancel such payments may be a key source of funding for many companies To date dividends worth $404mn have been cancelled, - [Open season for IBs and takeovers by stealth: Emergency capital raising relief](https://ownershipmatters.com.au/open-season-for-ibs-and-takeovers-by-stealth-emergency-capital-raising-relief/) - ASX and ASIC have announced “Temporary emergency capital raising relief”. The relief, which expires at the end of July 2020, provides for placement capacity of 25% where a raising is conducted alongside an entitlement offer or SPP. The relief, if used, will result in significant dilution for some – particularly retail shareholders and institutional shareholders - [Submission to Treasury on Proxy Advice Reforms](https://ownershipmatters.com.au/submission-to-treasury-on-proxy-advice-reforms/) - This submission can be downloaded by clicking on the following link: Submission to Treasury_FINAL_May 2021 - [Proxy investor advice overhaul all about the politics](https://ownershipmatters.com.au/proxy-investor-advice-overhaul-all-about-the-politics/) - Published in the Financial Review on May 23, 2021 This article can be downloaded by clicking on the following link: OM_AFR_Proxy Advisor Opinion_DP_24 May 2021 - [Many are called, few are chosen](https://ownershipmatters.com.au/many-are-called-few-are-chosen/) - OM’s analysis of ASX 300 boards from 2005-20 - [Lessons from GFC capital raisings: implications in the current environment](https://ownershipmatters.com.au/lessons-from-gfc-capital-raisings-implications-in-the-current-environment/) - Capital raisings that took place during the GFC contain many lessons in the current environment. • GFC capital raisings revealed a preference for placements rather than entitlement offers • Some placements were made on expanded (post raising) capital bases where undertaken alongside entitlement offers and led to dilution of up to 30% • Issue price - [Submission to ASX Listing Rule Review](https://ownershipmatters.com.au/submission-to-asx-listing-rule-review/) - Read OM’s submission to the ASX’s review of Listing Rule 7.1A which allows smaller companies to conduct larger dilutive capital raisings than those in the S&P/ASX 300. OM has recommended ASX provide the market the same detail on participants in raisings under Rule 7.1A as it receives. To download a copy, please click on the - [Back to the dark ages with $2.5bn placement](https://ownershipmatters.com.au/back-to-the-dark-ages-with-2-5bn-placement-2/) - ASX Corp Governance: ANZ lags NAB with a dinosaur $2.5bn insto placement rather than rights issue (NAB was $5.5bn rights). Placement/SPP aims to "quickly" raise capital, which is actually required by APRA before July 2016. Click here for the full article - [Why should executives get half their performance linked pay, merely for median performance?](https://ownershipmatters.com.au/why-should-executives-get-half-their-performance-linked-pay-merely-for-median-performance/) - June 2015 results are mostly complete and AGM season is around the corner. This means increased focus on executive remuneration, as these days the “rem report” is a key resolution at each ASX listed AGM. Click here for the full article - [A taxing time: a review of tax disputes in the ASX 200 - 2013/4](https://ownershipmatters.com.au/a-taxing-time-a-review-of-tax-disputes-in-the-asx-200-20134/) - This comprehensive report reviews all disclosed tax disputes on foot with ASX 200 companies, highlighting the $711 million in earnings at risk. Unlike other litigation events, investors are generally aware of the amount in dispute but evaluating the risks is very difficult: - Disputes are frequently complex and can take many years to resolve - - [Institutional proxy voting in Australia in 2012](https://ownershipmatters.com.au/institutional-proxy-voting-in-australia/) - In a report commissioned by the Australian Council of Superannuation Investors, Ownership Matters comprehensively reviewed the voting system in Australia in 2012. - [Wrong Way, Turn Back: Pay in the Contracting Sector in 2012](https://ownershipmatters.com.au/wrong-way-turn-back-pay-in-the-contracting-sector-2012/) - A detailed study of the pay practices of listed companies engaged in construction and contracting in the S&P/ASX 200. Contact us for a copy. - [Litigation watch: material litigation in the S&P/ASX 300](https://ownershipmatters.com.au/litigation-watch-material-litigation-in-the-spasx-300/) - Ownership Matters prepared the first report of its type on litigation risk across the S&P/ASX 300 at December 2012. - [Board composition and non-executive director pay in the S&P/ASX 200](https://ownershipmatters.com.au/board-composition-and-non-executive-director-pay-in-the-spasx-200/) - The 2012 board composition study, prepared by Ownership Matters and commissioned by the Australian Council of Superannuation Investors, is the 12th annual review of board composition and non-executive director fees in Australia’s largest listed companies. Overall, the study found that S&P/ASX 200 boards are becoming more diverse, a little greyer over time and an increasing number of directors are being selected to serve on boards for the first time in their careers. - [CEO Pay in the S&P/ASX 200 in 2012](https://ownershipmatters.com.au/ceo-pay-in-the-top-200-companies-2012/) - Ownership Matters compared chief executive pay across the S&P/ASX 200 for the 2012 financial year in a report commissioned by the Australian Council of Superannuation Investors. - [Governance in listed infrastructure funds](https://ownershipmatters.com.au/a-news-story-blog-posing/) - Martin Lawrence prepared this prescient paper with a former colleague, highlighting the governance deformities of these externally managed vehicles and the traps for unwary securityholders. This report was widely credited with hastening the demise of these entities. - [Capital raisings in 2008-2009](https://ownershipmatters.com.au/capital-raisings-in-2008-2009-2010/) - Simon Connal and Martin Lawrence published this report in August 2010 after comprehensively reviewing every capital raising by companies in the S&P/ASX 200 in 2008 and 2009. It calls for improved transparency and fairness in equity capital markets. - [Briefing paper on 'two strikes' one year in](https://ownershipmatters.com.au/briefing-paper-on-two-strikes-one-year-in/) - Ahead of the 2012 AGM season, Ownership Matters prepared a paper that considered the operation of the two strikes regime in 2011 (its first year of operation) and its approach to board spill resolutions in 2012 and beyond. ## Pages - [Home](https://ownershipmatters.com.au/) - We are a commercially savvy governance advisory service for institutional investors based on local insight and years of corporate memory. Together, we have more than 20 years of experience in Australian governance research, analysis and proxy voting advice. - [Voting Guidelines](https://ownershipmatters.com.au/voting-guidelines/) - Our voting guidelines set out the principles that guide our analysis. Before every recommendation is made, we carefully consider the approval being sought and whether the resolution is in the best interests of owners. For a copy of the Ownership Matters Voting Guidelines, please click on the document below. - [On Our Radar](https://ownershipmatters.com.au/on-our-radar/) - These issues are on our radar right now: Pay for value Quantum of reward, gaming of performance hurdles, critically examining accounting values used for equity incentives, tax neutrality between cash and equity pay, bonus deferral and clawback. True and fair reporting The veracity of “underlying” earnings numbers, incomplete disclosure of material litigation in contingent liability - [About Us](https://ownershipmatters.com.au/about-us/) - Ownership Matters was formed in 2011, bringing together the talents of Dean Paatsch, Martin Lawrence & Simon Connal who established, and worked together in the Melbourne office of ISS Governance Services. They were joined by Jessica Wallace and Maria Rubleva in 2013 and then in 2014 by Theresa Bowden and Peter Wuchatsch. Most recently, the team has expanded to include the - [Governance Concerns Index](https://ownershipmatters.com.au/governance-index/) - [Contact us by email](https://ownershipmatters.com.au/contact/) - Phone +61 (03) 9602 4548 Address Suite 4, Level 5, 167 Queen Street Melbourne VIC 3000 - [Our Manifesto](https://ownershipmatters.com.au/manifesto/) - Companies listed on the Australian Stock Exchange are the stewards of more than $1 trillion of investors’ savings. How these companies conduct their affairs will profoundly influence the lives of this and ensuing generations. Capital must be raised and risked in an environment of trust. Ownership Matters believes investors should not give their trust recklessly - [No Access](https://ownershipmatters.com.au/no-access/) - [Services](https://ownershipmatters.com.au/services/) - Institutional investors can choose from a range of services designed to optimise their ownership rights. - [Our Team](https://ownershipmatters.com.au/our-team/) - Our business is owned by the staff who work in it. We encourage the development of talented people who will form the next generation of Australian governance analysts. Part-time researchers work with the analysts throughout the year. Our part-timers have a keen interest in corporate accounting and regulation and they all share our passion for ## Downloads - [OM_VotingGuidelines_Nov2024.pdf](https://ownershipmatters.com.au/download/1171/?tmstv=1788768266) - [OM_VotingGuidelines_Jan2023.pdf](https://ownershipmatters.com.au/download/1145/?tmstv=1788768266) - [Board composition director pay and skin in the game in the ASX300 2.pdf](https://ownershipmatters.com.au/download/1110/?tmstv=1788768266) - [Board composition director pay and skin in the game in the ASX300 1.pdf](https://ownershipmatters.com.au/download/1102/?tmstv=1788768266) - [Board composition director pay and skin in the game in the ASX300.pdf](https://ownershipmatters.com.au/download/1092/?tmstv=1788768266) - [Voting Guidelines](https://ownershipmatters.com.au/download/1009/?tmstv=1788768266) - OM_VotingGuidelines_Feb2022_for website_220131 - [Proxy investor advice overhaul all about the politics](https://ownershipmatters.com.au/download/924/?tmstv=1788768266) - Published in the Australian Financial Review 24 May 2021 - [Submission to Treasury on Proxy Advice Reforms](https://ownershipmatters.com.au/download/915/?tmstv=1788768266) - [Many are called, few are chosen](https://ownershipmatters.com.au/download/881/?tmstv=1788768266) - OM’s analysis of ASX 300 boards from 2005-20 - [Capital-raisings_Emergency-relief.pdf](https://ownershipmatters.com.au/download/867/?tmstv=1788768266) - [Declared-dividend-trends-and-updates.pdf](https://ownershipmatters.com.au/download/862/?tmstv=1788768266) - [LESSONS-FROM-GFC-CAPITAL-RAISINGS-–-IMPLICATIONS-IN-THE-CURRENT-ENVIRONMENT.pdf](https://ownershipmatters.com.au/download/850/?tmstv=1788768266) - [LESSONS-FROM-GFC-CAPITAL-RAISINGS-–-IMPLICATIONS-IN-THE-CURRENT-ENVIRONMENT_BESPOKE_FINAL_200323.pdf](https://ownershipmatters.com.au/download/846/?tmstv=1788768266) - [Waiting for Godot? Executive Pay Alignment in the Property Sector (2012)](https://ownershipmatters.com.au/download/201/?tmstv=1788768266) - [Key Audit Matters Report](https://ownershipmatters.com.au/download/812/?tmstv=1788768266) - [Voting Guidelines](https://ownershipmatters.com.au/download/764/?tmstv=1788768266) - [Voting Guidelines13](https://ownershipmatters.com.au/download/218/?tmstv=1788768266) - [OM Submission on Reverse Takeovers](https://ownershipmatters.com.au/download/741/?tmstv=1788768266) - [Review of 2015 general meeting outcomes](https://ownershipmatters.com.au/download/672/?tmstv=1788768266) - [ASX submission: Review of approvals required for reverse takeovers](https://ownershipmatters.com.au/download/651/?tmstv=1788768266) - [Submission to ASX Listing Rule Review](https://ownershipmatters.com.au/download/640/?tmstv=1788768266) - [2014 voting results summary: S&P/ASX 300](https://ownershipmatters.com.au/download/580/?tmstv=1788768266) - [Bendigo report](https://ownershipmatters.com.au/download/521/?tmstv=1788768266) - [2013 S&P/ASX 300 voting results review](https://ownershipmatters.com.au/download/500/?tmstv=1788768266) - [The cost of remuneration advice in the S&P/ASX 200](https://ownershipmatters.com.au/download/465/?tmstv=1788768266) - [Submissions to ASIC on the disclosure of substantial shareholdings under securities lending arrangements](https://ownershipmatters.com.au/download/422/?tmstv=1788768266) - [Submissions to Treasury on the disclosure of executive pay](https://ownershipmatters.com.au/download/416/?tmstv=1788768266) - [Submissions on CAMAC's discussion paper - the AGM and shareholder engagement](https://ownershipmatters.com.au/download/410/?tmstv=1788768266) - [Submission on proposed governance changes to the ASX listing rules](https://ownershipmatters.com.au/download/400/?tmstv=1788768266) - [Basel III disclosure requirements: composition of capital and remuneration ](https://ownershipmatters.com.au/download/395/?tmstv=1788768266) - [Board composition and non-executive director pay](https://ownershipmatters.com.au/download/383/?tmstv=1788768266) - [Too much is never enough.pdf](https://ownershipmatters.com.au/download/265/?tmstv=1788768266) - [While you were sleeping](https://ownershipmatters.com.au/download/335/?tmstv=1788768266) - [Institutional proxy voting in Australia](https://ownershipmatters.com.au/download/324/?tmstv=1788768266) - [Briefing paper: a second strike world](https://ownershipmatters.com.au/download/317/?tmstv=1788768266) - [Submission on increasing the placement capacity for <$300 million stocks](https://ownershipmatters.com.au/download/311/?tmstv=1788768266) - [ASIC summer school speech 2012](https://ownershipmatters.com.au/download/305/?tmstv=1788768266) - [Capital raisings in 2008 - 2009](https://ownershipmatters.com.au/download/287/?tmstv=1788768266) - [Submission on the review of financial market infrastructure regulation](https://ownershipmatters.com.au/download/295/?tmstv=1788768266) - [Governance in listed infrastructure funds](https://ownershipmatters.com.au/download/279/?tmstv=1788768266) - [Capital raisings 2013](https://ownershipmatters.com.au/download/213/?tmstv=1788768266) - Too much is never enough.pdf - [CEO pay in the S&P/ASX 200 (2013)](https://ownershipmatters.com.au/download/145/?tmstv=1788768266) ## Team - [Peter Wuchatsch](https://ownershipmatters.com.au/team/peter-wuchatsch/) - Peter Wuchatsch is an experienced equities research analyst and portfolio manager and joined Ownership Matters in 2014. - [Raveen Kuhadas](https://ownershipmatters.com.au/team/raveen-kuhadas/) - Raveen Kuhadas joined Ownership Matters as a Senior Research Analyst in 2025. He brings a depth of experience in equity analysis, following over 12 years in Equity Research. - [Simon Connal](https://ownershipmatters.com.au/team/simon-connal/) - Simon became a full time governance analyst in 2009 when he joined ISS / RiskMetrics as a Senior Analyst. - [James Samson](https://ownershipmatters.com.au/team/james-samson/) - James has spent his entire career in fundamental equities research and joined Ownership Matters in 2016. - [Jessica Wallace](https://ownershipmatters.com.au/team/jessica-wallace/) - Jessica Wallace has been a corporate governance analyst in the UK since 2007 and joined Ownership Matters in 2013. - [Martin Lawrence](https://ownershipmatters.com.au/team/martin-lawrence/) - Martin has worked as a full time governance analyst since 2004. - [Dean Paatsch](https://ownershipmatters.com.au/team/dean-paatsch/) - Dean co-founded Proxy Australia, a boutique proxy voting advisory service and governance researcher in 2003. ## Services - [Training](https://ownershipmatters.com.au/services/training/) - We offer two training services: Accounting Shenanigans Workshops Interview Skills Accounting Shenanigans Workshops Our Accounting Shenanigans workshops are a 2 x two-hour series. These are practical workshops that provide worked examples of accounting fudges that we have observed on the ASX 300 and is in effect a “how to” guide to spot these tricks. First - [Identify](https://ownershipmatters.com.au/services/identify/) - Identify governance risk in the companies they hold. - [Monitor](https://ownershipmatters.com.au/services/monitor/) - Monitor, defend and advance their ownership rights throughout capital markets. - [Use](https://ownershipmatters.com.au/services/use/) - Use shareholder rights to their advantage at company meetings. - [Promote](https://ownershipmatters.com.au/services/promote/) - Promote an intelligent, evidence-based public debate on governance issues. ## Governance Index - [](https://ownershipmatters.com.au/governance-indexes/555/) - OM believes corporate governance risk factors, particularly accounting risk and dilution risk can be meaningful drivers of negative excess returns in portfolios. ## Homepage Slides - [Team](https://ownershipmatters.com.au/homeslides/team/) - [Work shot](https://ownershipmatters.com.au/homeslides/work-shot/) - [Sign in Office](https://ownershipmatters.com.au/homeslides/sign-in-office/) ## Homepage Features - [Our Manifesto](https://ownershipmatters.com.au/homefeatures/manifesto/) - [Voting Guidelines](https://ownershipmatters.com.au/homefeatures/voting-guidelines/) - [What's on Our Radar](https://ownershipmatters.com.au/homefeatures/on-our-radar/) ## Events - [Ownership Matters Annual Conference April 9, 2013](https://ownershipmatters.com.au/events/ownership-matters-annual-conference-april-9-2013/) - Here's what what was said about last year's conference “Wow, can you believe the number of news articles written on the conference? Great coverage and great publicity for OM. I enjoyed the day. An interesting group of speakers, topics and attendees. Well done to you all.” “Just a short note to congratulate you on an - [A Test Event](https://ownershipmatters.com.au/events/a-test-event/) - here ## Issues - [Making capital raisings fair, efficient and transparent](https://ownershipmatters.com.au/issues/making-capital-raisings-fair-efficient-and-transparent/) - Australia has a relatively laissez faire system when it comes to capital raisings which has aided capital formation, but is subject to abuse. Our system has proven highly lucrative for advisers and under-writers (refer ownership-matters-research-paper) but also led to substantial dilution and value leakage for shareholders. The first point to observe is that the opportunity - [Regulation of Proxy Advisors - Our View](https://ownershipmatters.com.au/issues/regulation-of-proxy-advisors-our-view/) - In Australia, any organisation providing research that investors might use to buy and sell securities is rightly subject to regulation. There is a public interest in establishing minimum acceptable standards for investment research, so that securities markets are not unduly influenced by conflicts, shoddy practices and provider insolvency. Proxy advice, particularly where it impacts on - [Corporate Voting - improving the voting system](https://ownershipmatters.com.au/issues/corporate-voting-improving-the-voting-system/) - Australian law devolves a lot of authority to directors of public companies but some powers are rightly reserved for shareholders. Owners of a company get to vote on a range of important issues spanning remuneration, capital raisings, director elections, takeovers and constitutional matters. Just as in politics, voting integrity matters because investors need to have - [Reverse takeovers - what about the shareholders?](https://ownershipmatters.com.au/issues/reverse-takeovers-what-about-the-shareholders/) - The key protection against dilution for a shareholder in an ASX company is the rule that prevents more than 15% of new shares being issued in any 12 month period. So should an issuer be able to buy a more valuable competitor by issuing an unlimited amount of scrip without seeking shareholder approval? We don’t - [Use of derivatives in the market for corporate control](https://ownershipmatters.com.au/issues/use-of-derivatives-in-the-market-for-corporate-control/) - Australia has a relatively good system for regulating the market for corporate control. Minorities, with some noticeable exceptions, are generally protected by a system which usually generates an equitable control premium for all shareholders. The 20% takeover threshold, combined with the 3% creep provision every six months, make it difficult for a predator to get - [Related Party Transactions - why not best practice in Australia?](https://ownershipmatters.com.au/issues/related-party-transactions-why-not-best-practice-in-australia/) - Australia likes to think of itself as a sophisticated jurisdiction when it comes to corporate governance, but the lax treatment of related party transactions for listed companies, suggests we have a long way to go. There are two broad antidotes to avoid abusive related party transactions: systematic and timely disclosure and independent shareholder approval for ## Categories - [Publications](https://ownershipmatters.com.au/category/publications/) - Research OM has published. Includes all research, including paid research that is not publicly available. - [Events](https://ownershipmatters.com.au/category/events/) - Posts relating to Ownership Matters’ events - [News](https://ownershipmatters.com.au/category/news/) - Posts commenting or responding to news, or speeches - [Reports](https://ownershipmatters.com.au/category/downloadable-reports/) - Research available for download for free. Paid reports or subscription only reports are not included in this category. - [Submissions](https://ownershipmatters.com.au/category/submissions/) - Submissions to regulators and industry bodies