- August 5, 2022
- Posted by: Paul Niederer
- Category: CCIVs
Twenty-Five interesting points about a CCIV Corporate Director
The most important role, read responsible, in Australia’s new Corporate Collective Investment Vehicle is that of the CCIV Corporate Director. Here are twenty-five interesting points about a CCIV Corporate Director in a CCIV:
25 thoughts about Corporate Directors
- A CCIV must have a corporate director.
- A CCIV may only have one director, the corporate director.
- There is no position for an alternate director of a CCIV.
- A corporate director must be a public company.
- A corporate director must hold an Australian financial services licence (AFSL)
- The Corporate Directors AFSL must authorise it to operate the business and conduct the affairs of a CCIV.
- In general, the corporate director is responsible for the conduct of the CCIV. They are also able to appoint an agent like an Investment Manager.
- The CCIV is not allowed to have any employees.
- The corporate director is obligated to conduct the affairs and operate the business of the CCIV.
- The corporate director must also carry out the functions conferred on it by the constitution of the CCIV and the Act and ensure the CCIV complies with its constitution.
- A single AFSL may cover the Corporate Director operating the business and conducting the affairs of more than one CCIV
- The CCIV corporate director may apply to register subsequent sub-funds.
- For a retail CCIV, at least half of the individual directors of its corporate director must be external directors.
- To be a Corporate Director of a retail CCIV requires proof of adequate financial resources. Parameters are detailed in the Act.
- The Corporations Act includes general director’s duties, such as the duty to act honestly and in members’ best interest. It also includes CCIV-specific director’s duties (which apply to retail and wholesale CCIVs separately).
- Natural person officers of a CCIV corporate director may, in certain circumstances, be authorised to carry out activities, like entering contracts on behalf of the CCIV.
- The employees and officers of the Corporate Director Public Company, owe obligations to the corporate director in their capacity as officers and employees of a public company.
- Any material, personal interests in relation to the affairs of the CCIV held by directors of a corporate director must be disclosed to the other directors of the corporate director.
- If there is a conflict of interest between the interests of the sub‑fund members as a whole and the interests of the corporate director, the corporate director must prioritise the members’ interests.
- A Corporate Director, as an officer of the company, must take all reasonable steps that a person would be expected to take to ensure that the corporate director complies with the Act. In addition, a corporate director must take all reasonable steps that a person would take to adhere to the conditions detailed in the corporate director’s Australian financial services licence, the CCIV’s constitution, and the CCIV’s compliance plan.
- A document is acknowledged as being signed if the document is signed by two directors of the corporate director of the CCIV. A company secretary and a director of the corporate director of the CCIV is also an acceptable method.
- The consequences of a CCIV contravening a civil penalty provision or a commonwealth criminal offence don’t apply to the CCIV.
- The duties and obligations of CCIV corporate directors align more closely with those of a responsible entity than those of a director of another company type.
- One important duty of the Corporate Director is to ensure that the assets are clearly identified, valued, distributed appropriately. They also need to make sure they are held separately in sub-funds.
- A Corporate Director must engage a compliance plan auditor.
CCIV Corporate Director … here is a video on the subject!
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