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Combined presentation final_18september

Combined presentation final_18september






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  • UKTI Australia “ To grow UK exports to Australia to around £15bn by 2015, and £19bn by 2020.” What are Australian’s buying? Australian love our Cars £630m (up 150% over past five years) Machinery £338m + Electrical Machinery £177m Pharmaceuticals £31m (up 35% over five years) Metals £330m (Silver in particular) Manufactured goods £338m Clothing £50m up Food & Beverage £105m up 81% Telecomms £98m up 107% Services
  • - I love this slide. Many people underestimate the size of Australia. This slide sets it in context. Please remember that when planning your visit here. It takes 5 hours to fly from Perth to Sydney – the same from London to Moscow!
  • Transport Infrastructure Resources Services
  • There are several opportunities for UK rail companies across several sub sectors, as you can see here on the screen. Market characteristics Attractive and growing market Increased demand placing strain on rail networks across Australia Urban passenger networks each face distinctive challenges Enhancement of passenger and freight networks is sought by each state government with long term plans in place for Sydney, Melbourne and Brisbane in particular. Opportunities Advisory Technical Standard Harmonisation Telecommunications Signalling Financing and PPP’s Asset Management
  • The 2013 Budget saw the Government bring forward the second round of its Nation Building funding programme, with a headline figure of $24 billion over five years. The second phase of the Nation Building Programme is timed to follow concurrently from the first phase of the programme which finishes at the end of the 2013-14 Budget year. The first phase of the programme totalled $36 billion over six years. Of the $24 billion of funding commitments included in the second phase of the Nation Building Programme, around $13.5 billion is allocated in the forward estimates to 2016-17, with remaining funding falling outside the current Budget horizon. Headline projects in the rail industry to be funded under Nation Building Programmes include the Melbourne Metro and the Brisbane Cross River Rail project. The Budget contained a number of significant transport project commitments under the second phase of the Nation Building Programme. Additional details of funding for major projects include: $500 million for the Perth Light Rail Project, and $75 million for the Port Botany rail line upgrade.
  • Victoria: East West Link - $8.8 billion One of the largest infrastructure projects ever constructed in Melbourne. The East West Link will be an 18km cross-city road connection extending across Melbourne from the Eastern Freeway to the Western Ring Road. It includes the following: Eastern - Eastern Freeway to CityLink, with a southerly connection to the Port area Western - Port area to West Footscray and beyond to the Western Ring Road Procured by PPP with construction from 2014 to 2018 . New South Wales: WestConnex - $10 billion (Construction value $5b) WestConnex will include a 33km link between Sydney’s west with the airport and the Port Botany precinct . It will accommodate growing transport needs of greater Sydney and strengthen access for industry to commercial centres, improving growth opportunities for local businesses. It is also designed to stimulate urban renewal along the Parramatta Road corridor. Construction on the first stage will start in early 2015 . Procurement will be by PPP with construction from 2014 to 2019. Other NSW projects - $2 billion: M4 Extension and M5 Duplication ($1.8 billion) and smaller scale road projects. Procured by PPP and traditional means with construction assumed to be from 2015 to 2019. Queensland: Bruce Highway (plus other projects) - $6.1 billion The Cairns Bruce Highway Upgrade master plan is a planning study that investigated long term, multi-modal transport planning options to address the impacts of urban growth, congestion and traffic accidents. The Cairns Bruce Highway is being delivered by the Queensland Government and forms part of the Australian Government’s $8.6 billion investment in land transport infrastructure in Queensland. It will be procured by traditional procurement with construction from 2014 to 2019. General notes: AV is largely based on professional judgement and has not been tested with UK companies based in Australia, thus it does not reflect any company’s desire or capability to compete Project scope has been generalised and assume roads, bridges and tunnels on all projects which may differ to actual designs and reflects the current ambiguity on project designs This summary of the analysis should be regarded as providing an order of magnitude assessment of Accessible Value for decision making purposes only Any further relevant information is summarised in the table below. Project Description Team findings Accessible value East West Link, Melbourne 18km road, Stage 1 is 11km. Significant proportion (8km) is tunnelled Potential for design, construct, maintain, and Finance Stage 1 (11km) expressions of interest received from 4 consortia, no UK involvement and therefore its believed that at least 50% of consultancy has been completed and the remaining majority is already let Consultancy services £0   Construction say £0/£83m/£209m   West Connex, Sydney 33km AUS$10b cost which includes $5b for land acquisition Construction starts 2014/15   Some feasibility work has been carried out and more to be done Potential for phased/split project in sections No decision on procurement but ‘novel PPP approach’ mooted – mix of PPP with cash contribution of AUS$1.8b by government Consultancy services £99m   Construction £0/£79m/£192m   Bruce Highway, Cairns   No knowledge on where they are but assumed less mature than West Connex Consultancy services £48m   Construction £0/£71m/£143m     Further relevant findings: Greatest opportunities lie in project consultancy services as opposed to contracting The coalition party is likely to win this weekend’s election and has prioritised roads over rail West Connex has cross party support Strong prospects of East West Link proceeding under coalition Government There will be some opportunities but these are unlikely to be significant within the next 18 months
  • The major technology change in regards to exploration and extraction of Oil and Gas is the move to deep water and growth in associated subsea technologies. Most of the current and proposed mega-projects off WA and the Northern Territory require these technologies, which the UK has significant expertise in.   There are opportunities for companies in areas such as education and training, health & safety and environmental services as well as a much larger range of pipeline opportunities for the larger contracts running across industries as diverse as construction, transport and cleaning and catering services. 6 Operators These are your end user clients Think of who you currently are an approved supplier for Just highlight a few Shell –equity in Gorgon and Wheatstone shareholder in Woodside and NW Shelf JV, operator of Prelude FLNG , partner in Greater Sunrise FLNG BP –equity in Gorgon and wheatstone and NW shelf JV. Just finished large 3D seismic program in Great Australian Bight 2014 15 to start exploration wells drilling Total –Partner in Ichtys with Inpex Woodside - Operator of 30year old NW Shelf JV. Operator Browse FLNG ex James Price Point. Operator of Greater Sunrise Santos – Dominates the Cooper Basin fields in SA, Qld boarders region Exxon Mobil – Dominates the Bass Strait oil fields off Victoria Chevron –Operator Gorgon Wheatstone and Janzse currently being built Inpex –Operator of Ichtys
  • As the mining sector moves from phase 2 to 3 of the mining boom in 2013, the nature of opportunities is shifting If it can be done cheaper and quicker then there is opportunity. If equipment is lighter, stronger, more hard-wearing there is potential. If a UK company can reduce costs of exploration, operation, maintenance, then the mining company will be receptive. UK opportunities Exploration / Analysis Engineering Services Communications Remote Control Technology Decommissioning Construction Equipment Recruitment Services Occupational Health and Safety Exploration / Analysis The UK has expertise in hi-technology, sophisticated equipment used in areas such as seismic exploration , sample analysis and specialised measuring equipment . Any product or service that contributes to a reduction in time and costs for mining companies is in demand. Geology, geophysics, geochemistry, water management and environmental process. Engineering Services There are engineering companies with UK headquarters operating in Australia. Their expertise covers the whole spectrum including operations , project management , design , civil works , construction , operation and maintenance . Communications The UK is a leader in satellite telecommunications , wireless technologies and Next Generation networks . The remote location of the vast majority of Australian mines provides opportunities for companies. Remote Control Technology The UK is renowned for its innovation and capability in the Electronics and IT sectors . There is a move towards using remote control technology in Australian mining, as spearheaded by Rio Tinto through their Perth Operations Centre; this is now the primary control centre for the company’s vast network of mines, rail systems, infrastructure facilities and port operations in the North West. Decommissioning The UK has a declining coal industry, with coal shutdowns a common occurrence as the country switches to alternative energy for power production. UK companies are experienced in the area of decommissioning which will be needed in Australia as mines age. As coal mines age, new technological processes must be introduced to maintain operations levels and standards of safety . Construction Equipment Innovative products (such as the JCB backhoe loader – that turns on its own axis) and other earthmoving equipment that is easy to manoeuvre but strong with quality engineering. Recruitment Services This is an extremely competitive industry in Australia, including in the mining sector. There are several international and local companies servicing the industry. There could be opportunities for companies that have something unique to offer but they would need to be prepared to spend time knocking on doors. Occupational Health and Safety
  • RH, Newman, Pilbara. port, rail, infrastructure. Harbour dredging completed. financing issues but confident 2015 Oak, port, rail. Inf. Proponent Mitsubishi suspended work. WPIOP Panawonica. At Stage 1. Pre-feasibility study completed 2008.
  • Key Opportunities Opportunities exist for offshore and onshore financial businesses, funds management, M&A advisory, Forex, Project Finance. UK companies continue to do well in the recruitment sector, particularly in ICT. PPP expertise welcome. Particularly in the transport sector. Need for fund management mandates as Australian super funds look to invest offshore.
  • Key Opportunities Opportunities exist in the development of e-Health, e-Learning, digital entertainment and e-commerce for mobile. Other points The ICT Industry contributes 4.6 percent of Australia’s GDP with revenue exceeding AU $82 billion (IBSA figure, Dec 2010) At a cost of AU $35.7 billion, the NBN is the biggest infrastructure project in Australia’s history Building very fast broadband network to cover over 95% of population (over the next 8-10 years) Internet usage in Australia is 90% penetration (5 th best in the world)   By 2013, Australia’s total spend in ICT is projected to be US$66 billion, with a compound annual growth rate of eight per cent over the period 2003-17 (Source: Austrade Benchmark Report 2011)   Australia has a sophisticated network of ICT R&D facilities, run primarily through the private sector and supported by the government and universities. The country is also home to over eighty high-quality public sector research facilities, with National ICT Australia, and the Commonwealth Scientific and Industrial Research Organisation (CSIRO) ICT Centre and Co-operative Research Centres.   With a skilled and experienced ICT workforce of over 300,000 professionals, Australia is ranked highly for the availability of IT skills, qualified engineers, and research and development personnel.   Australia is also ideally positioned for the future with the growth of cloud computing: in February 2012, the Business Software Alliance (BSA) ranked Australia second in the world in preparedness for cloud computing.   Australia provides a number of strategic ICT investment opportunities, including in the A$27 billion software industry and applications development – from e-health and e-learning to digital content and entertainment.   The digital economy affects telecommunications, banks, media, retail and digital content providers. Australian Government focus includes digital engagement in regional Australia. Australians are early adopters of latest innovations in ICT.
  • This is a £7bn dollar market and online retail sales are growing at 90% per annum. Online orders under $1000 do not attract tax - Clothing, books and media are comparatively expensive here so cost conscious Australians are shopping overseas. - The northern & southern hemisphere seasons can work to your advantage (e.g. clearing your stock, end of summer season sales occur as Australia enters its Spring) - If you sell online then you would be wise to cater to Australian consumers. Excellent E-Commerce report available from Joanna Olivera. Key Opportunities High value goods which can be cost-effectively exported in small quantities eg Sporting and outdoor goods, fashion, media (gaming, hi-tech equipment) Other points Australians spent around £7 billion online in 2011 and online sales have grown an astonishing 90% per annum by value and 126% by volume from 2010 to 2011.   Australia has 10.9 million internet users (of a population of 22.5m), with annual growth of 14.8% (2011 figures). Of Australian internet users, 62% purchased a good or service online in 2011.   Selling British goods to Australia is an attractive proposition because of the strength of the dollar, the fact that Australian Goods and Services Tax (GST) isn’t charged on imported goods valued at or below A$1,000, and that UK products can be sold through the net without a VAT levy. In the past 24 months there has been a decline in the proportion of adult online shoppers mainly purchasing from Australian websites. The growth rate for international website sales grew by 40% in 2011, while domestic sales grew by only 25%. This indicates that Australians are becoming increasingly willing to purchase goods from international websites
  • NSW Hospital Building Programme $10 billion will be spent over the next 5 years on new and redeveloped hospital facilities. Projects and programs already underway: • Major hospital upgrades at Blacktown (due 2016), Campbelltown (2016), St George (2014), Hornsby (2016), Bega (2016), Dubbo (2014), Wagga Wagga (2017), Tamworth (2016), Lismore, Port Macquarie (2015) and Kempsey (2016). • Planning is underway for new hospitals in Byron Bay, Maitland and Sydney’s Northern Beaches to meet the future health demands of these regions. See attached for more details.  First step is to contact Prue Tarmizi at Health Infrastructure NSW to get more details on each project, details of contractors and purchasing routes for the equipment required for each facility. A few other facilities on line in Victoria which could also add extra value to the programme. NDIS   In the 2013-14 Budget the Federal Government announced that it will invest $14.3 billion over seven years to roll out DisabilityCare Australia, the national disability insurance scheme, across the whole country. Once the scheme is fully rolled out, it will provide support for around 460,000 people who have a significant and permanent disability that affects their communication, mobility, self-care or self-management.  The funds will be spent on products and services to assist these people. No major one off $1 billion + contracts, but the opportunity for significant business.  

Combined presentation final_18september Combined presentation final_18september Presentation Transcript

  • UNCLASSIFIED 1 A presentation for British companies: One-hour masterclass on how to succeed in business Down Under
  • Introduction Presented by: • UKTI Australia & New Zealand: Scott Strain, Director for Trade • Allen & Overy: Michael Parshall, Partner • RBS: Paul McGovern, Head of Cash Management • Australian British Chamber of Commerce: David McCredie, CEO 2In partnership with:
  • UKTI Australia webinar schedule 18 September: Australia the best business opportunities and how to access them 25 September: Establishing a business in Australia: what you need to know 2 October: How to export to Australia trouble free 16 October: Australian economic update: what comes after the boom? 23 October: Fashion online: selling to Australia 31 October: Super telescope, super opportunities: British Business and the Square Kilometre Array (SKA)
  • 4 Why Australia? In partnership with:
  • 5 Why Australia? • You’ll feel at home immediately: • Over 1,000 UK companies and more Brits than in any other country • Very similar business, legal and regulatory culture • Best performing OECD country economically, with good growth prospects • Strong Australian dollar making UK goods and services more affordable • Closely linked to fast growing Asia-Pacific nations • Significant opportunities for UK companies in oil and gas, health, ports, transport infrastructure, ICT, education, low carbon, financial and business services In partnership with:In partnership with:
  • 6 A comparison with Australia Australia UK Population 23 million 62 million Global GDP ranking 12th (IMF 2012) 7th GDP growth est. 2013 2.5% (OECD May 13) 0.89% GDP per capita ($US 2012) $67,700 ($US 2012 IMF) $28,032 Ease of doing business (World Bank 2011) 10th (WB 2012) 7th Unemployment (April 2013) 5.5% (May 13 ABS) 7.8% Land mass – sq kms 7 692 000 242 000 In partnership with:
  • UK Exports to Australia • UK exports to Australia grew by 80% from 2007-2012 to £10.3 billion • Total UK goods exports growth was flat in 2012, but to Australia still increased 6% •7th biggest market for services exports and 18th largest for goods • UK is 2nd biggest foreign direct investor in Australia 7In partnership with:
  • Australia: it’s bigger than you think 8In partnership with:
  • Australia: the main population centres 9In partnership with:
  • 10 Key Growth Sectors In partnership with:In partnership with:
  • 11 Transport Infrastructure In partnership with:In partnership with:
  • Rail Projects in Australia Projects with committed funding Australian Rail and Track Corporation: Upgrades to the Northern Sydney Freight Line between North Strathfield and Newcastle, Commenced in 2012, Expected Completion: 2016; Cost: $1110m Australian Transport and Energy Corridor: Construction of an inland railway from Surat coal basin to the Port of Gladstone, Construction to commence in the coming months, Expected completion: 2014; Cost: $1000m Queensland DTMR: Cross River Rail – 18km north-south rail line in the Brisbane CBD, Plans announced Expected Completion: N/A; Cost: $4500m The North West Rail Link A 23 kilometre extension –including 16.9 kilometres in tunnel- to the existing City Rail network from Epping to Rouse Hill . Estimated capital cost of the project is $7.5 to $8.5 billion. Perth Rail Public Transport Package $500 million over 10 years to deliver a public transport project in Perth", either the $1.8 billion MAX light rail system or the $1.9 billion rail line to Perth Airport.; In partnership with:
  • The Nation Building Programme Potential Projects NSW State Light Rail -project cost is an estimated $1.6 billion. NSW State Rail Authority: Western Express City Rail Service – new underground platforms at several central stations, Start date 2015, Expected Completion: N/A Cost: $5430m Melbourne Metro - $3 billion contingent on matched funding from the Victorian Government, flagged for delivery as an availability Public Private Partnership (PPP), with the Commonwealth Government also noting an additional provision to support future availability payments; $75.0 million for the Port Botany rail line upgrade to improve access and connectivity between the port and the future Moorebank Intermodal Terminal and future planning for the Metropolitan Freight Network. Access and connectivity between the port and the future Moorebank Intermodal Terminal and future planning for the Metropolitan Freight Network. Leah Gartner Senior Trade Development Manager Railways, Advanced Engineering and Marine Leah.Gartner@fco.gov.uk In partnership with:
  • Major Road Projects Major Road Projects West Connex, NSW East West Link, Victoria Bruce Highway, Queensland Opportunities Construction Design, Project Management Engineering, Project Finance & PPP Drainage, CCTV, Road safety management and providers of building equipment, materials, and supplies. 14 Antonia Yendell Senior Trade Development Manager UKTI Melbourne antonia.yendell@fco.gov.uk In partnership with:
  • 15 Resources In partnership with:In partnership with:
  • 16 Major offshore LNG projects Richard Goldsmith Senior Trade Development Manager Richard.Goldsmith @fco.gov.uk In partnership with:
  • 17 Projects we are targeting In partnership with:
  • Australian opportunities: mining ─ As the mining boom moves from phase 2 to 3 in 2013, the nature of opportunities is shifting ─ The focus on cost-control is critical for identifying opportunities ─ Hi-tech machinery, eg. Automated, remote-control equipment. ─ UK export potential is not limited to mining-specific goods 18In partnership with:
  • Projects: QLD & WA Carmichael Coal Project ($6.8bn) Adani Mining. Feasibility Stage. Alpha ($10bn) and Kevin’s Corner ($4.2bn) Coal Projects GVK/Hancock Coal. First coal 2016. Work package on ICN Gateway Galilee Coal Project ($8.8bn). First coal 2016 Waratah Coal. First shipment 2015 South Galilee Coal Project ($4.2bn). At Feasibility stage . Roy Hill Iron Ore Mine & Infrastructure ($9.5bn) Hancock Prospecting. Production expected 2015. Oakajee Midwest Development ($4bn) WA State Govt/private. On hold pending review. West Pilbara Iron Ore Project ($6bn) Australian Premium Iron JV. First shipment 2015 19In partnership with:
  • 20 Services In partnership with:In partnership with:
  • Financial & Professional services Emerged from the global financial crisis relatively intact Finance and insurance is the largest sector in the Australian economy, worth more than £83 billion in 2011 Australia has world’s fourth largest asset pool due to ‘superannuation’. Assets reached approx £900 billion June 2011 Contact melena.dirou@fco.gov.uk for more information 21In partnership with:
  • Australian opportunities: ICT ICT contributes 4.6 % of Australia’s GDP (AU $82 billion) IBSA Dec 2010 Building v fast broadband network to cover 95% of population (in 8-10 yrs) At A$35.7 billion it’s the most expensive infrastructure project in Australia’s history Opportunities in e-Health, e-Learning, digital entertainment, e-commerce for mobile Internet usage in Australia is 90% penetration (5th best in the world) Contact Jim.Thompson@fco.gov.uk for more information 22In partnership with:
  • Australian opportunities: e-commerce Australians spent around £7 billion online in 2011 Online sales grew 90% from 2010 to 2011 Opportunities in sporting and outdoor goods, cosmetics and beauty products, books, media and fashion Goods under $1,000 bought overseas do not attract 10% GST Contact joanna.olivera@fco.gov.uk for more information 23In partnership with:
  • Australian opportunities: hospitals 24 Major projects New South Wales Hospital building programme will see $10 billion spent over the next 5 years on new and redeveloped hospital facilities. Projects and programs already underway: • Major hospital upgrades at Blacktown (due 2016), Campbelltown (2016), St George (2014), Hornsby (2016), Bega (2016), Dubbo (2014), Wagga Wagga (2017), Tamworth (2016), Lismore, Port Macquarie (2015) and Kempsey (2016). • Planning is underway for new hospitals in Byron Bay, Maitland and Sydney’s Northern Beaches to meet the future health demands of these regions. More info: http://www.hinfra.health.nsw.gov.au/projects/capital-projects? 5701_p=1 Contact: Joe Dodd at Joe.Dodd@fco.gov.uk In partnership with:
  • 25 UKTI Australia How we can help In partnership with:In partnership with:
  • How UKTI can help? Passport to Export Gateway to Global Growth Export Market Research Scheme Overseas Market Information Service Trade show Access Programme Trade Missions Scott.Strain@fco.gov.uk 26In partnership with:
  • © Allen & Overy 2013 27 Michael Parshall Partner Legal considerations in establishing an entity in Australia
  • © Allen & Overy 2013© Allen & Overy 201© Allen & Overy 201 Introduction – Sound business environment  Stable, diverse and democratic society with a skilled workforce and strong political, legal and financial institutions  Stability, prosperity and proximity to the Asia-Pacific region – Well-established, open and efficient legal framework  Federal, state and territory, and local government laws and regulations  Similar to the UK, Australia has a common law legal system  Each Australian jurisdiction has its own judicial and court system 28
  • © Allen & Overy 2013© Allen & Overy 201 Starting a business in Australia – Five principal business structures available in Australia:  company;  joint venture (incorporated or unincorporated);  trust (unit or discretionary);  partnership (general or limited); and  sole trader. – Most common business structures for foreign investors: – Many mining projects in Australia are operated as unincorporated joint ventures. 29 Structure Considerations Wholly or partially-owned subsidiary (i.e. company limited by shares) of the foreign company - Taxed on global income - Fully taxable at 30% by assessment - No further tax on distributions from taxed profits (dividend withholding tax at 30%, reduced under treaties, on distributions from untaxed profits) Australian branch of the foreign company - Taxed on income attributable to Australian branch - Fully taxable at 30% by assessment - Ease of repatriation of profits - Same legal entity
  • © Allen & Overy 2013© Allen & Overy 201 Starting a business in Australia – Foreign companies must be registered with ASIC before they can carry on business in Australia. – Registration typically takes 2-4 weeks (including delays to obtain the required certified copies of governance documents) – A company does not “carry on business” merely because it:  maintains a bank account  creates a security interest in property  becomes a party to legal proceedings  holds property or invests funds – Permanent business activities can give rise to a taxable presence in Australia. 30
  • © Allen & Overy 2013© Allen & Overy 201 Companies limited by shares – Companies incorporated in Australia are regulated under the Corporations Act 2001 (Cth). – Proprietary companies may be large or small. Public and large proprietary companies have increased disclosure and governance obligations. 31 Companies limited by shares Public (limited) Proprietary (Pty Ltd) May not be listed on ASXMay be listed on ASX Must have at least one Secretary who is ordinarily resident in Australia May issue prospectus for offer of shares, debentures or other securities May not engage in any activity that would require a prospectus No requirement to have a Secretary Must have at least one who is ordinarily resident in Australia Limited to 50 non-employee shareholdersUnlimited Must have at least three (two of whom must be ordinarily resident in Australia) Shareholders Directors Secretary Raising Funds ASX listing
  • © Allen & Overy 2013© Allen & Overy 201 A brief comparison – Australia v UK Australia United Kingdom Type of company Proprietary Limited (Pty Ltd) Limited (Ltd) Limited (Ltd) Public limited company (PLC) Directors Must be natural persons above the age of 18 Must have at least one natural person above the age of 16 Secretary Not required to have a company secretary Company secretarial services can be outsourced to third party eg accounting/specialist company secretariat firms Not required to have a company secretary – Australia (under the Corporations Act) and the UK (under the Companies Act 2006) have similar requirements for companies in many respects e.g. annual company statements, auditor and the lodgment of financial statements. 32
  • © Allen & Overy 2013© Allen & Overy 201 Corporate Regulation in Australia ATO/OSRs Tax and stamp duties Acts • ATO administers Federal taxation system • Conducts random audits to verify individual and company assessments ASX ASX Listing Rules • Regulates listed companies • Requirements relating to market awareness and provision of information • Guidance on governance ASIC Corporations Act Regulation •Mergers & acquisitions •Shareholder disclosure of interests •Trading in financial products •Fundraising laws FIRB Foreign Acquisitions and Takeovers Act • Regulates foreign investment in Australia ACCC Competition and Consumer Act • Administers fair trading, competition and consumer protection legislation • Regulates unfair market practices, product safety and product liability Governance •Directors duties •Financial reporting requirements •Continuous disclosure requirements •Auditing Corporate regulation and governance 33
  • © Allen & Overy 2013© Allen & Overy 201 Directors’ duties – Broadly similar to those prescribed under UK law. – Duties primarily prescribed under the Corporations Act impose duties on directors, including a duty to act:  honestly;  in good faith in the interests of the company and for a proper purpose;  without improperly using their position or company information;  with due care and diligence; and  in a manner that avoids conflicts of interest (they must disclose any material personal interests). 34
  • © Allen & Overy 2013© Allen & Overy 201 Allen & Overy in Australia – Leading global and Australian firm. – Our Australian practice focuses on core areas of corporate, banking and finance, and litigation. – Combination of local and global expertise to provide our clients with advice on complex domestic and cross-border transactions involving Australia as well as ground-breaking legal solutions. 35
  • © Allen & Overy 2013© Allen & Overy 201© Allen & Overy 201 36 Contact details These are presentation slides only. The information within these slides does not constitute definitive advice and should not be used as the basis for giving definitive advice without checking the primary sources. Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP’s affiliated undertakings. Michael Parshall Claire Galt Partner Senior Associate Level 25, Castlereagh Street | Sydney 2000 | Australia Level 25, Castlereagh Street | Sydney 2000 | Australia Direct +61 2 9373 7738 | Tel +61 2 9373 7700 Direct +61 2 9373 7740 | Tel +61 2 9373 7700 www.allenovery.com www.allenovery.com
  • September 2013 Managing and operating bank accounts in Australia
  • RBS82068a/S11419 38 Establishing bank accounts and banking facilities in Australia Regulatory framework • Australia is an open market but our regulatory framework is quite stringent. Both international and local banks need to know who they are dealing with • Australia has a well developed “Know Your Customer” (KYC) regulatory framework • Your bank will need to identify the company along with it’s designated authorised representatives and account signatories • There are a number of ways your bank can identify your business in Australia in order to open bank accounts Establishment Local and foreign companies who have a registered Australian business Foreign companies carrying out business directly in Australia Non resident companies Registration Australian Securities and Investment Commission (ASIC) will provide an Australian Company Number (ACN). The Australian Taxation Office (ATO) will issue an Australian Business Number (ABN). ASIC will issue an Australian Registered Body Number (ARBN). Businesses or foreign entities not registered in Australia can still establish bank accounts in Australia. These bank accounts will be established as non resident bank accounts. Comments Registered Australian businesses that comply with all company tax rules. Businesses with ABN’s can have direct access to all payment and collection systems in Australia. ABN used when dealing with tax office, government departments and agencies. ACN used by banks for our KYC and ABN used for the banks reporting to the ATO. Companies issued with ARBN’s work similarly to ACN’s. Clients with ARBN’s will have the same account, payment and collection capabilities, however they will come under different tax legislation. One difference is clients issued with ARBN’s will incur Withholding Tax (WHT). There are payment and collection restrictions on non resident accounts. WHT is applicable on all non resident accounts.
  • RBS82068a/S11419 39 Different types of bank account structures • Your company’s legal structure will define the type of bank account structures available. It is imperative you understand this as it will ultimately impact the set up of your bank accounts and banking facilities in Australia. • Your Australian cash management banking provider will be able to provide you possible account types and structures to meet your needs. This may include AUD or foreign currency accounts domiciled in Australia or offshore. • As an open market Australia has well developed domestic and international cash management solutions • Your bank account structure may also involve pooling or sweeping local and foreign currency funds in country or internationally to provide you a complete liquidity management solution. • Work with your bank in Australia and the UK to establish the best solutions to meet your needs Developed liquidity and structured solutions will deliver optimum cash flow and working capital
  • RBS82068a/S11419 40 Payment channels in Australia Payment channels • Australia has an advanced range of payment channels to facilitate all corporate clients' payables and receivables requirements. In fact Australia has over 40 different payables and receivables options available to corporates • These range from over the counter paper based transactions through to fully integrated web based electronic banking systems and eCommerce payment options • Payment and receivable options all fall within the five main Australian Payment Clearing Systems that are almost identical to those in the UK. The only difference is the terminology used. • Please find below the key Australian and UK equivalent Payment Clearing Systems Payment channels in Australia Payment channels in UK Australian Payment Clearing System 1 – Australian Paper Clearing System (APCS). Encompasses all paper based deposits and cheque payments. Most paper based transactions are facilitated as over the counter transactions for processing. 1 The UK paper based clearing system is effectively the same as Australia Australian Payment Clearing System 2 – Bulk Electronic Clearing System (BECS). This is also referred to as direct entry or the more global term of ACH. This payment channel is used for most electronic payments and payroll files. 2 The UK BECS equivalent system is BACS (Batch Automated Clearing System) or the more global terminology of ACH Australian Payment Clearing System 3 – Consumer Electronic Clearing System (CECS). This relates to all cards issuing and cards acquiring transactions processed through merchant terminals, ATM or Point of Sale (POS) terminals. 3 Again the UK cards issuing and cards acquiring system is identical to that used in Australia Australian Payment Clearing System 4 – High Value Clearing System (HVCS). This relates to Australian RTGS (Real Time Gross Settlement System) payments. Used for very quick intra-day transfer and settlement of funds. 4 The UK equivalent RTGS payment channel is Clearing House Automated Payment System (CHAPS) Australian Payment Clearing System 5 – Cash 5 The UK cash system5 4 3 2 1
  • RBS82068a/S11419 41 What global corporate treasurers are telling us PWC 2012 corporate treasurer survey • As advised in the PWC 2012 Corporate Treasurer Survey, two of the key items treasurers are thinking about are cash management optimisation and working capital optimisation • The Survey also reports that when treasurers are conducting business in new markets, they are challenged by how to better manage cash and liquidity in each country and across the globe and how to improve visibility and control in each country Global network banks can help you solve these challenges • Global cash management banks can provide you consolidated in country and global banking systems that will deliver immediate visibility and control of all your accounts globally. The visibility and control of these accounts can be managed from anywhere in the globe and you can determine which accounts and services your in country and global teams have access to • Your in country and global cash management account structure is key to cash optimisation. By working with banks that have the in country capability and global solutions you will optimise cash in country and around the globe • Global banks with in country capability have the tools treasurers need to optimise working capital. This is achieved through a global electronic banking channel that has the ability to manage all in country and global payments and receipts thus ensuring working capital can be maximised for UK corporates • Australia is in a challenging time zone to maximise global working capital, however global banks now have the solutions to this problem. This is achieved through a global account structure that facilitates the sweeping and or pooling of funds across countries and currencies as required in a timely manner, meaning funds can be available for use at the country or global level To best manage cash and liquidity in country and globally, utilise a global cash management banking provider who has all the tools to deliver this outcome. These tools include in country and global payables channels, ensuring money can be moved or notionally pooled and be available for use at both the in country and global level.
  • RBS82068a/S11419 42 Funding and repatriating funds efficiently • The tyranny of distance between the UK and Australia provides unique challenges in managing your global cash flow effectively and the timing of funding or repatriating from your Australian business • Unless you get the timing right payments from the UK to Australia are rarely processed on the same day • Your global cash management provider can deliver you the optimum solutions to best manage this process to ensure the timely receipt of funds • Please find below table outlining the standard funding and repatriation process and timeliness Repatriating funds from Australia to the UK Australia is in a favourable time zone to repatriate funds back to the UK Australia is in an unfavourable time zone for timely receipt of funds, hence funds will not be received until Day 2 Transfer of funds on Day 1 will be received in the UK on Day 1 Your international cash management banking provider should be able to help you with timely receipt of funds or use of funds on Day 1 Funding from the UK to Australia Australian domiciled bank accounts in AUD or FCY Utilise your banks in country and global capabilities to maximise use of working capital Establish cross border, cross currency sweeps and/or cross border notional pooling solutions This will allow you to utilise funds in country and globally without delays in funding your Australian account Discuss your requirement with your international cash management banking provider to ensure you receive the optimum in country and global liquidity solutions • Please find below potential solutions that will assist you managing your in country and global liquidity
  • RBS82068a/S11419 43 Tips to successfully set up your banking facilities in Australia Make contact early Leverage your local banks’ international network to get advice on how to establish an optimal UK-AUS banking nexus that meets your needs in both jurisdictions Provide as much information as possible Know how your business will be registered and will operate, know what key controls are needed and whether pooling or sweeping will be of value to you Think forward Consider the growth plans for your business and ensure you have a banking partner that can meet your needs today and into the future Convenient Consider other banking requirements. Debt funding, FX and guarantee issuance are regular requests made along with the opening of bank accounts
  • RBS82068a/S11419 44 Australia is open for business Paul McGovern Director – Head of Cash Management Australia The Royal Bank of Scotland plc Level 23, 88 Phillip Street Sydney NSW 2000 Phone: +61 2 8259 5468 Mobile: +61 466 778 530 Email: paul.mcgovern@rbs.com We look forward to seeing your business in Australia and please contact me should you wish to discuss your existing or prospective banking requirements in Australia.
  • AUSTRALIAN BRITISH CHAMBER OF COMMERCE 3 Great Reasons to Join the Chamber 1.Events and Networking 2.Information and Connections 3.Publications and Branding
  • SPEAKERS The Rt Hon William Hague UK First Secretary of State Kerrie Mather CEO, Sydney Airport Corporation Stuart Gulliver Group Chief Executive HSBC Holdings Naomi Simson Founder, RedBalloon
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  • Questions? Ask our panel: • Scott Strain, UK Trade & Investment • Michael Parshall, Allen & Overy • Paul McGovern, RBS • David McCredie, Australian British Chamber of Commerce 51In partnership with: