Commonwealth Consolidated Regulations

CORPORATIONS REGULATIONS 2001 - REG 7.6.04

         (1)   For subsection 914A (8) of the Act, an Australian financial services licence is subject to the following conditions:

                (a)    if the financial services licensee is not a body regulated by APRA -- a condition that, if any event occurs that may make a material adverse change to the financial position of the financial services licensee by comparison with its financial position:

                          (i)    at the time of the application for the Australian financial services licence; or

                         (ii)    as described in documents lodged with ASIC after the application for the Australian financial services licence;

                        the financial services licensee must lodge with ASIC in the prescribed form a notice setting out particulars of the event as soon as practicable, and in any case not later than 3 business days, after the financial services licensee becomes aware of the event;

               (b)    a condition that, if:

                          (i)    there is a change in a matter particulars of which are entered in a register of financial services licensees; and

                         (ii)    the change is not a direct consequence of an act by ASIC;

                        the financial services licensee must lodge with ASIC in the prescribed form particulars of the change within 10 business days after the change;

                (c)    a condition that, if:

                          (i)    there is a change in a matter particulars of which are entered in a register of authorised representatives of financial services licensees; and

                         (ii)    the change is not required to be reported in accordance with section 916F of the Act; and

                        (iii)    the change is not a direct consequence of an act by ASIC;

                        the financial services licensee must ensure that particulars of the change are lodged with ASIC in the prescribed form within 10 business days after the change;

              (ca)    a condition that the financial services licensee must ensure that each representative of the financial services licensee that may give an authorisation to another representative is aware of the requirements in subsections 916F (1) and (3) of the Act;

               (d)    a condition that the financial services licensee must maintain a record of the training (relevant to the provision of financial services) that each of its representatives has undertaken, including:

                          (i)    training undertaken after the representative became a representative of the licensee; and

                         (ii)    any training undertaken before the representative became a representative of the licensee to the extent that the financial services licensee is able to obtain the information by reasonable inquiry;

                (e)    a condition that the financial services licensee must ensure that, before:

                          (i)    the financial services licensee authorises a person
to provide a financial service on its behalf as mentioned in section 916A of the Act; or

                         (ii)    a body corporate that is an authorised representative of the financial services licensee authorises an individual to provide a financial service on behalf of the financial services licensee as mentioned in section 916B of the Act;

                        reasonable inquiries are made to establish:

                        (iii)    the person's identity; and

                        (iv)    whether the person has already been allocated a number by ASIC as an authorised representative;

                (f)    a condition that the financial services licensee must ensure that, if:

                          (i)    ASIC has allocated a number to an authorised representative; and

                         (ii)    the financial services licensee, or a body corporate that has authorised an individual to provide a financial service on behalf of the financial services licensee as mentioned in section 916B of the Act, lodges a document with ASIC that refers to the authorised representative;

                        the document refers to the number.

               (g)    a condition that the financial services licensees must provide a copy of an authorisation of any of its authorised representatives :

                          (i)    on request by any person; and

                         (ii)    free of charge; and

                        (iii)    as soon as practicable after receiving the request and, in any event, within 10 business days after the day on which it received the request;

               (h)    a condition that the financial services licensees must take reasonable steps to ensure that each of its authorised representatives supplies a copy of its authorisation by the financial services licensee:

                          (i)    on request by any person; and

                         (ii)    free of charge; and

                        (iii)    as soon as practicable after receiving the request and, in any event, within 10 business days after the day on which it received the request;

                (i)    a condition that, if a financial services licensee becomes aware of any change in control of the financial services licensee, the financial services licensee must lodge with ASIC, in the prescribed form, particulars of the change not later than 10 business days after the change;

                (j)    a condition that, on the request of any person, the financial services licensee must make available a copy of its financial services licence within a reasonable time for inspection by that person.

         (2)   For paragraph (1) (i):

                (a)    a change in control , in relation to a financial services licensee, includes a transaction, or a series of transactions in a 12 month period, that results in a person having control of the financial services licensee (either alone or together with associates of the person); and

               (b)    control , in relation to a financial services licensee, means:

                          (i)    if the financial services licensee is a body corporate:

                                   (A)     having the capacity to cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the financial services licensee; or

                                   (B)     directly or indirectly holding more than one half of the issued share capital of the financial services licensee (not including
any part of the issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); or

                         (ii)    the capacity to control the composition of the financial services licensee's board or governing body; or

                        (iii)    the capacity to determine the outcome of decisions about the licensee's financial and operating policies; and

                (c)    for subparagraph (b) (iii), the following matters must be taken into account in determining whether a person has
the capacity to determine the outcome of decisions about
a financial services licensee's financial and operating policies:

                          (i)    the practical influence the person can exert (rather than the rights it can enforce);

                         (ii)    any practice or pattern of behaviour affecting the financial services licensee's financial or operating policies is to be taken into account (whether or not it involves a breach of an agreement or a breach of trust).