UK: the Financial Services and Markets Act 2000 (Market Abuse) Regulations 2009

The Financial Services and Markets Act 2000 (Market Abuse) Regulations 2009 were made on 30 November, laid before Parliament yesterday and come into force on 31 December 2009. The Regulations have been published on OPSI: see here (html) or here (pdf). In the accompanying explanatory memorandum their purpose is explained (paras. 7.1 to 7.3): 

The United Kingdom currently has a wider definition of market abuse than that established in the EU’s 2003 Market Abuse Directive. When the Treasury transposed the Directive, the main challenge was to decide how much change was appropriate to the civil market abuse regime that had been put in place as part of Financial Services and Markets Act (FSMA) in 2000. The FSMA regime and the Market Abuse Directive cover similar ground but adopt a slightly different approach to prohibiting abusive behaviour. The original FSMA regime defined market abuse in fairly broad terms and then qualified it by the requirement that behaviour is only abusive if it is likely to be regarded as such by a ‘regular user’ of the market. The Directive set out more specific descriptions of the type of behaviour that is to be prohibited.

On balance, it was decided to retain the scope of the existing market abuse prohibitions to the extent that these go beyond the prohibitions in the Directive (the new sections 118(4) and 118(8) of FSMA) but to make them subject to a sunset clause whereby the provisions would expire after a period of three years pending the outcome of a review by HM Treasury to assess whether they remain justified.

It was initially decided to extend the sunset clauses until 31 December 2009 until the outcome of the EU’s review of the Market Abuse Directive became known. This was done in the 2008 Regulations. The EU’s review of the Market Abuse Directive was subsequently delayed. The call for evidence was only launched on 20 April 2009, and the Commission has not yet published proposals to amend the Directive. It has therefore been decided to extend the sunset clauses further until 31 December 2011".

UK: the Financial Services Bill - second reading

The Financial Services Bill received its second reading on Monday and now proceeds to Committee stage: read the debate here. In the course of debate, the Chancellor referred to the recommendations within Sir David Walker's report on bank governance concerning the disclosure of pay within banks and stated (Hansard, 30 Nov, col 883):

Sir David made a number of recommendations, but I think that we go further than he suggested. We want to consult on regulations for narrower disclosure bands than he proposed, starting with salary packages below the £1 million floor that he suggested. We will consult on that idea, but most people are convinced that far more disclosure is important, because they will then be able to see precise remuneration practices".

UK: FRC consultation on changes to the Combined Code

The Financial Reporting Council has today published a final report following its review of the Combined Code on Corporate Governance. A consultation paper has also been published setting out proposed changes to the structure and content of the Combined Code, including the recommendation that it should be renamed the UK Corporate Governance Code. 

A copy of the proposed new Code is included in the consultation paper. It contains new sections on leadership and accountability and a greater emphasis is given to the long-term success of the company. For example, the recast preamble/introductory section begins:

The purpose of corporate governance, supported by the Code, is to facilitate efficient, effective and entrepreneurial management that can deliver growth in shareholder value over the longer term".

Amongst the FRC's other proposals are:

• the annual re-election of the chairman or the entire board
• new principles concerning leadership by the chairman and the role, skills and independence of the non-executive directors (including their time commitment)
• board evaluation reviews should be externally facilitated at least every three years
• the chairman should hold regular development reviews with each director
• new principles on the board's responsibility for managing risk.
  

Europe: corporate governance statements and the auditors' assurance role - FEE discussion paper

The Federation of European Accountants (FEE) has published a a discussion paper concerning the auditor's assurance role in respect of corporate governance statements: see here (pdf). The paper presents, inter alia, the results of a survey carried out by the FEE during 2007/08 regarding governance codes in the Member States. The FEE found (to quote from the paper):  

.... despite the range of legal systems, institutional frameworks and traditions, there is considerable convergence across Europe in the elements of national corporate governance codes. Most of these codes are closely related to the OECD’s Principles of Corporate Governance – either by making explicit reference, or by incorporating the principles within the national code, supplemented by local rules and guidance".

Hong Kong: company law reform

The Standing Committee on Company Law Reform has published its 2008/09 annual report: see here (pdf). The report highlights those matters considered by the committee over the past year as part of the companies ordinance rewrite and the committee's recommendations in this regard. The committee has, for example, recommended that:

• the director's duty of skill, care and diligence should be codified
• all companies should have at least one natural person acting as a director
• reduction of capital should be permitted through a court-free procedure involving a solvency test
• the statutory derivative action should be extended to include multiple derivative actions, thereby bringing it in line with the shareholder's common law right to bring an action on behalf of the company following the decision of the Hong Kong Court of Final Appeal in Waddington Ltd v Chan Chun Hoo Thomas and others [2008] FACV 15/2007.
  

A draft Bill is expected next month. 

India: MCA seeks comments on task force report and recommendations

The Ministry of Corporate Affairs is seeking comments on the draft report and recommendations of the Corporate Governance Task Force appointed by the Confederation of Indian Industry. The task force makes wide ranging recommendations and its report provides some interesting insights into the structure of listed companies in India. For example, in the context of discussion about whether the roles of the chairman and chief executive should be separated - which the task force believes should be the case - it is noted: 

Most Indian listed companies are controlled by promoters, often holding over 50 per cent of the voting stock. Indeed, many in corporate India feel that the separation is not desirable — that the dominant, risk taking shareholder being both the Chairman and Chief Executive of a company gives a greater notion of commitment than otherwise".

UK: the FSA's governance and authorisation advisory panel

The Financial Services Authority has announced that Sir Dominic Cadbury, Baroness Hogg, Lord Marshall, Sir Brian Pitman and Sir David Scholey, will become the first members of its new advisory panel on governance and authorisation. The panel members will join the FSA's significant influence function (SIF) interview panels - about which see here (pdf) - to offer guidance as well as contributing to the development of the FSA's regulatory framework for ensuring effective governance in financial institutions. See here for further information.

UK: the Walker Review of bank governance - final recommendations published

Sir David Walker has this morning published his final recommendations following his review of the governance of banks and other financial institutions. An overview is available in the accompanying press release. Amongst Sir David's 38 recommendations are the following:

• Institutional shareholders to sign up to a Stewardship Code, sponsored by the Financial Reporting Council with compliance monitored by the Financial Services Authority (the Code on the Responsibilities of Institutional Investors prepared by the Institutional Shareholders’ Committee will become the Stewardship Code)
• Annual re-election for the chairman of the board
• The chairman of a major bank should be expected to commit a substantial proportion of his or her time, probably around two-thirds, to the business
• An expanded role for the remuneration committee with regard to firm wide remuneration policy and "high end" employees
• Disclosure, within remuneration bands, of the number of "high end" employees (including executive directors)
• Deferral of incentive payments should provide the primary risk adjustment mechanism to align rewards with sustainable performance for executive board members and “high end” employees
• If the remuneration report receives less than 75% of the votes cast the remuneration committee chair should stand for re-election in the following year
• Greater expectations placed on non-executive directors regarding time commitment and tougher scrutiny by the Financial Services Authority
• Banks should have a board level risk committee chaired by a non-executive director
• The chief risk officer should have a reporting line to the risk committee and his or her removal should require board approval

Sir David proposes that most of his recommendations should be enforced through inclusion in the Combined Code on Corporate Governance or a separate Stewardship Code for institutional investors, both of which operate on a 'comply or explain' basis. The recommendations on pay disclosure will be included in the Financial Services Bill currently before Parliament.

Related video and audio resources: Sir David discussed his recommendations on the Radio 4 Today programme this morning: listen here. The BBC News website has a short video of Sir David discussing remuneration here. A video of Sir David's appearance before the Treasury Committee, where he was questioned on his review, appears here. 

Other materials: FSA statement | FRC statement | Government statement | 

UK: objecting to a company's registered office address - BIS consultation

The Department for Business, Innovation and Skills has published a consultation paper - see here (pdf) - in which it states that there is "some evidence that companies may incorrectly use, as their registered office address, the address of another business or private individual with whom they have no connection". The consultation paper seeks views on whether, and if so how, the law should be changed to deal with this problem.

UK: notices of auditors leaving office - BIS consultation

The Department for Business, Innovation and Skills has today published a consultation paper concerning the simplification of the arrangements for the provision of information when an auditor leaves office: see here (pdf). In particular, the Government is seeking views on:

• removing the duty to notify audit authorities of an auditor’s departure in some cases where it is of little interest to those authorities;
• removing the duty on the audit authorities to notify the accounting authorities of all auditor departures of which they are informed;
• whether there should be any changes to requirements for information to be provided to investors when auditors leave listed companies;
• removing the need for companies to notify Companies House in certain cases of auditor departure; and 
• simplifying the legislation by clarifying definitions.
  

Australia: directors' duty to prevent insolvent trading - draft ASIC guidance

The Australian Securities and Investments Commission has published for a comment draft guidance concerning directors' duty to prevent insolvent trading under Section 588G of the Corporations Act (2001): see here (pdf). The guidance identifies the key matters which ASIC considers directors should take into account in meeting the duty as well as explaining those factors which ASIC will consider when determining if there has been a breach of the duty.  

UK: Lord Myners on corporate governance

Lord Myners, HM Treasury's Financial Services Secretary, delivered a speech yesterday at the Hermes and City of London Corporation Responsible Asset Management Conference. His speech was wide ranging and, once more, he put forward the view that shareholders should view themselves as the "owners" of companies. In this regard he observed:

The problem is that most shareholders do not believe that they are owners; they do not feel responsible for the functioning or the future of companies in which they hold shares. This has profound consequences. The reality of ‘ownerless corporations’ disadvantages public equity as a form of ownership compared with other models – particularly private equity; it leads to pressure for more regulation to offset the vacuum in engaged oversight and it potentially subserviates and alienates employees who cannot diversify employer risk and find themselves working for companies with ‘here today, gone tomorrow’ owners".

Ownership is, of course, a difficult concept because companies, with their own legal personality, cannot be owned in the conventional sense. Lord Myners concluded his speech with the following suggestion:

... the investment community needs to take seriously the case for an organisation to promote and further the debate on governance and stewardship. A number of trade associations – the ABI, IMA, NAPF and others – have devoted resources to governance, but their primary role is to further the interest of their members; they mostly speak for the agents rather than investor principals. A strong, well-resourced body speaking solely on behalf of investors (the ultimate clients) would represent a valuable addition to the forces working for better governance and stewardship.I have called before on the fund management industry to endorse and fund such a body, possibly in partnership with a major business school (and endorse it without strings attached)".

UK: the Bribery Bill and the failure of commercial organisations to prevent bribery

The Bribery Bill received its first reading last week in the House of Lords with second reading timetabled for 9 December. The Bill was published in draft earlier this year and contains provisions for the introduction of a new offence: the failure to prevent bribery by a commercial organisation (defined in clause 7(5) to include, inter alia, companies incorporated in the UK).

Clause 7(1) provides that the offence is committed where a person associated with the organisation bribes another person intending (a) to obtain or retain business for the organisation or (b) to obtain or retain an advantage in the conduct of the organisation's business. A defence is, however, provided in clause 7(2), where the organisation is able to prove that it had in place adequate procedures designed to prevent the bribery. Clause 11(5) provides that the offence is committed irrespective of whether the acts or omissions which form part of the offence take place in the UK or elsewhere. 

There is an important difference between the draft Bill and the Bill as introduced in the House of Lords regarding this new offence: the Government has removed the requirement for the prosecution to prove that the bribery took place as a result of negligence by a "responsible person" within the organisation. In its response to the Joint Committee on the draft Bill, the Government explained it change of position:

... the Government agrees that there may be a risk that requiring the prosecution to prove negligence may involve unnecessary complexity and may have the potential to undermine the broad policy objectives of bringing about a shift away from a corporate culture that is more tolerant of bribery and promoting effective corporate anti-bribery procedures".

UK: updated guidance booklets from Companies House

Companies House has published revised editions, dated November 2009, of two of its Companies Act (2006) guidance booklets:

• GP1 - Incorporation and names (see: html | pdf)
• GP2 - Life of a Company: Part 1 Annual Requirements (see: html | pdf)
  

UK: statements of capital under the Companies Act (2006) - BIS consultation

The Department for Business, Innovation and Skills has published a consultation paper concerning the financial information required in statements of capital under the Companies Act (2006). The consultation highlights problems with the current requirements - some of which were highlighted by ICSA earlier this year - and sets out a proposed response involving changes in the Act which BIS believes would simply the information required and avoid the need to disaggregate any information below the level of class of share.

UK: the disclosure of directors' loans in company accounts

Earlier this year the Department for Business, Innovation and Skills published a consultation paper concerning the scope of the requirement for disclosure of directors' loans in company accounts under Section 413 of the Companies Act (2006). The paper outlined various proposals for amending Section 413 as part of the Government's review of the adequacy of information provided to shareholders and other users of accounts in respect of directors' loans.

Responses to the consultation have now been published (see here - .zip file) along with the Government's response (see here - pdf). The Government proposes, in the short-term, amending the 2006 Act in order to clarify the disclosure required by banks in respect of directors loans, credits and guarantees.

UK: Scotland: remedies for unfairly prejudicial conduct and the powers of the court

The Court of Session (Inner House) has today given its opinion in Li v Holouis Ltd [2009] CSIH 87. The principal issue before the court concerned the remedies available to the Sheriff court when granting relief for unfairly prejudicial conduct under Section 996 of the Companies Act (2006). Lord Carloway delivered the opinion of the court and, at paras. [14] and [15], stated:

Section 994 of the Companies Act 2006 provides, inter alia, that a shareholder can apply to the Court for relief in a situation where a company's affairs are being, or have been, conducted in a manner unfairly prejudicial to him. Section 996 allows the Court to "make such order as it thinks fit". It is recognised that this gives a court the "widest possible discretion" in the selecting the remedy (Wilson v Jaymarke Estates Ltd 2006 SCLR 510, Lord President (Cullen) at para [12]). However, this does not mean that the court can create new remedies, of a type which it otherwise has no power to grant. Thus, it can select from its armoury of competent remedies the one which it thinks appropriate to a given situation. Obvious examples will be orders for payment, ad factum praestandum and interdict. But, in the absence of an express statutory provision, a court cannot grant a remedy which it has no general power to grant.

The Sheriff Court has no jurisdiction to grant the remedy of reduction of documents (Dobie: Sheriff Court Practice, p 22, under reference to Donald v Donald 1913 SC 274). As distinct from the situation where a statute permits the Sheriff Court to "set aside" a decision or other matter as between the parties to a cause or where reduction ope exceptionis constitutes a defence, reduction of deeds can have a much wider effect. It can affect third parties, over which the Sheriff Court may have no general jurisdiction. In the case of heritable rights, any potential Sheriff Court jurisdiction may rest exclusively in another Sheriffdom. Hence, reduction has tended to be restricted to the Court of Session. It may be that this will change in the future (Report of the Scottish Civil Courts Review chapter 4, para 141, recommendation 29) but that is the law at present. The Sheriff's objections to it, however well reasoned in practical terms, cannot change that. In short, the Sheriff Court has no power to grant reduction in a petition under section 994".

Note: a glossary of Scottish legal terms is available here. 

Singapore: new governance council + code review

The chief executive of the Monetary Authority of Singapore - Mr Heng Swee Keat - yesterday announced the formation of a corporate governance council to promote high standards of corporate governance in listed companies. An immediate task for the Council, he said, would be a review of Singapore's Code of Corporate Governance, published in 2005.

New Zealand: Commission finds lack of transparency in financial statements

Issue 49 (October 2009) of the quarterly newsletter of the New Zealand Securities Commission has been published: see here (html). This contains, inter alia, a brief summary of the Commission's analysis of the financial statements of 20 companies. The Commission found what it described as a "widespread lack of transparency", particularly with regard to the disclosure of related party transactions and the underlying assumptions used to value assets. The chairman of the Commission, Jane Diplock, observed:

... all directors should remember that ensuring financial statements comply with the law is a primary duty of company directors. NZ IFRS have been mandatory in New Zealand since 2007. New Zealand companies have had long enough to comply with NZ IFRS. The standards demand greater transparency and if their financial statements are not fully compliant, then company directors should be concerned that they are failing one of their basic duties to shareholders. Company directors are personally responsible to ensure that financial statements tell an entity's story completely and transparently. They should remember that they can be prosecuted under the Financial Reporting Act if their company publishes non-compliant financial statements. If misleading financial information is published in a prospectus, directors can also face prosecution under the Securities Act".

UK: the Financial Services Bill - first reading in the House of Commons

The Financial Services Bill received its first reading in the House of Commons today. The Bill's second reading is provisionally scheduled for 30 November. A copy of the Bill as introduced at first reading is available here (html) and here (pdf). Explanatory notes are available here (html) and here (pdf). The Bill contains 19 clauses, arranged as follows:

• The Council for Financial Stability (clauses 1, 2, 3 and 4).
• The objectives of the Financial Services Authority (clauses 5, 6, 7 and 8).
• The remuneration of executives of authorised persons (clauses 9, 10 and 11).
• Recovery and resolution plans (clause 12).
• Short selling (clause 13).
• The FSA's disciplinary powers (clauses 14, 15, 16 and 17).
• Collective proceedings (clauses 18 and 19).
  

The clauses concerning remuneration have attracted widespread attention. Clause 9 gives the Treasury the power to make regulations (a form of secondary legislation) regarding the preparation, approval and disclosure of executives' remuneration reports. 

Clause 11 will amend the Financial Services and Markets Act (2000) through the insertion of new section 139A. Section 139A will require the Financial Services Authority to impose on authorised firms the obligation to have, and to act in accordance with, a remuneration policy. This remuneration policy must be consistent with the effective management of risks and the Implementation Standards for Principles for Sound Compensation Practices issued by the Financial Stability Board on 25 September 2009. Where a remuneration policy is not consistent with these requirements, Section 139A(7) states that the FSA "must take such steps as it considers appropriate to deal with the failure" and in this regard it is specifically given the power to require changes in the remuneration policy. 

Section 139A(9) provides that the FSA's rules on remuneration may prohibit individuals from receiving certain types of remuneration, with agreements in contravention of this prohibition being void.

UK: FTSE100 boards and female directors

Cranfield School of Management has today published its 2009 Female FTSE board report. The report notes that 12% of FTSE100 board directorships are held by women and one in four companies have exclusively male boards. An overview of the report's findings is available here.

A lecture with Bob Monks

Robert A.G. Monks - better known as Bob Monks - recently lectured on Harvard Law School's Corporate Governance Program. His subject was corporate governance past, present and future. Mr Monks' lecture (including his answers to questions) can be watched here (.mov format) and the paper accompanying his lecture is available here.

UK: the Financial Services Bill

In today's Queen's Speech - containing the Government's legislative programme for the months that remain before a general election must be called - was mention of the Government's heavily trailed proposals for the financial sector. A Financial Services Bill is proposed, the main elements of which include (to quote from a short overview of the Bill prepared by the Government):

• Establishing a new statutory Council for Financial Stability (‘the Council’), to replace the Standing Committee, chaired by the Chancellor and comprising the Treasury, Bank of England and the Financial Services Authority.
• Strengthening the Financial Services Authority, including through providing explicit objectives, formalising its international work, and expanding the remit of the Financial Services Compensation Scheme.
• Taking action, nationally and internationally, on remuneration.
• Tougher requirements on systemically important financial firms to set up recovery and resolution plans (ie ‘living wills’), that will make banks safer and easier to wind down in the event of a future crisis.
• Enabling the roll-out of a national money guidance service, to be delivered by a new Consumer Financial Education Body.
• The creation of better routes for consumer redress, including enabling a representative to bring an action through the courts on behalf of a group of consumers, and streamlining the FSA’s powers to order a review of past business and secure compensation if there have been legal or regulatory breaches.
• Banning unsolicited credit card cheques, to prevent financial institutions from encouraging customers to borrow more than they can afford.
  

The devil will, of course, be in the detail and for this we will have to wait. The Guardian newspaper reports that the Bill will be published in full tomorrow. This raises the question how the Government will implement the Walker Review final recommendations, which will be published next week. In a speech delivered earlier this month, the Chancellor said that the Government would "legislate to make further reforms [to the financial regulation framework], including the implementation of Sir David Walker’s report on corporate governance in the financial sector".

UK: the Responsibilities of Institutional Investors - ISC Code published

The Institutional Shareholders Committee - comprising the Association of British Insurers, the Association of Investment Companies, the National Association of Pension Funds and the Investment Management Association - has published a code on institutional investors' responsibilities. The Code operates on a 'comply or explain' basis (institutions not wishing to engage with companies are expected to explain why) and provides, in the view of the ISC, best practice for institutions with regard to their engagement with companies. This best practice takes the form of seven principles and accompanying guidance. The seven principles are: 

• Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities.
• Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship and this policy should be publicly disclosed.
• Institutional investors should monitor their investee companies.
• Institutional investors should establish clear guidelines on when and how they will escalate their activities as a method of protecting and enhancing shareholder value.
• Institutional investors should be willing to act collectively with other investors where appropriate.
• Institutional investors should have a clear policy on voting and disclosure of voting activity.
• Institutional investors should report periodically on their stewardship and voting activities.
  

The Financial Times newspaper reports that Lord Myners, the Financial Services Secretary to the Treasury, has welcomed the Code's publication but is nevertheless critical of the self-governance model on which it is based.

UK: current economic conditions - challenges for audit committees

Yesterday the Financial Reporting Council published a document highlighting the challenges for audit committes arising from current economic conditions. The document contains questions which are designed to identify issues of relevance to the work of audit committees over the coming months. It also contains the following assessment:

The current economic outlook appears to be less depressed than this time last year. However, significant economic risks remain and will present challenges for many audit committees during the 2009/10 reporting season. Past experience shows that insolvencies have increased after the technical end of recessions as companies run out of working capital. Such conditions mean that the next twelve months are likely to be particularly difficult for management and may increase the risk that annual reports and accounts misreport facts and circumstances and contain uncorrected errors and omissions".

Canada: Canadian Securities Administrators decide to maintain current governance regime

In December last year the Canadian Securities Administrators published for consultation a proposal for changes in the governance regime in Canada. Last week the CSA announced that this proposal would not be implemented. In CSA Staff Notice 58-305 – Status Report on the Proposed Changes to the Corporate Governance Regime, the CSA explained:

We received numerous comments about the timing of the Proposal. A majority of commenters expressed the view that now is not an appropriate time to introduce significant changes to the corporate governance regime in Canada. Commenters pointed out that issuers are currently focused on business sustainability issues in a challenging economic climate, and on the transition to International Financial Reporting Standards. We also received significant comments on a wide range of other matters related to the Proposal. Based on the comments we received, the CSA does not intend to implement the Proposal as originally published. We have concluded that now is not an appropriate time to recommend significant changes to the corporate governance regime.

We are reconsidering whether to recommend any changes to the corporate governance regime. We will publish any proposed changes for comment. They would not be effective until the 2011 proxy season at the earliest. The CSA will provide sufficient advance notice for issuers to adapt their corporate governance practices to fully comply with any revised regime".

UK: Treasury Committee finds serious problems with European Commission's proposals for European financial supervision

The Treasury Committee has today published an interim report in which its sets out its opinion on the European Commission's proposals for European financial supervision: see here (html) or here (pdf). The Committee concludes, inter alia, that "even on a cursory examination there are serious problems with the Commission's proposals which need to be dealt with before the Council agrees to the draft legislation" (para. 28). 

UK: Companies House - electronic incorporation

Companies House has a target for the processing of electronic incorporations of 95% within 3 working days. A written answer in the House of Commons last week indicated that 19% of incorporations did not meet this target last month (the target was met in the previous three months). Ian Lucas MP, the Minister for Business and Regulatory Reform, provided this explanation for the target not being met in October:

The increase in numbers of incorporations failing to meet the target in October was due to the implementation of the Companies Act 2006 and a variety of factors including: data processing issues; customer and staff lack of familiarity with new requirements; and initial issues with system performance. Steps taken include: assigning resources; identifying and fixing data validation issues; clarifying and communicating policy issues. These steps resulted in incorporations targets being met from 9 October onwards".

Australia: credit rating agencies - regulatory change

The Australian Securities and Investments Commission has announced changes to the regulation of credit rating agencies, effective from 1 January 2010. See here for further information. 

UK: Coroners and Justice Bill receives Royal Assent

The Coroners and Justice Bill received Royal Assent last week. A copy of the Act will be available here shortly. Section 109 of the Act amends Section 71(4) of the Serious Organised Crime and Police Act (2005) by the insertion of the following as specified prosecutors: [a] the Financial Services Authority and [b] the Secretary of State for Business, Innovation and Skills, acting personally. The effect of this amendment is to give the FSA and Secretary of State the power to grant individuals - e.g., those assisting in criminal cases - immunity from prosecution. 

Update (20 November 2009): a copy of the Act is available here (pdf). 

Update 2 (23 November 2009): a copy of the Act is available here (html).