1. UNCLASSIFIED
1
A presentation for British companies:
One-hour masterclass on how to succeed in business Down
Under

2. 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:

3. 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. 4
Why Australia?
In partnership with:

5. 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. 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:

7. 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:

8. Australia: it’s bigger than you think
8In partnership with:

9. Australia: the main population centres
9In partnership with:

10. 10
Key Growth Sectors
In partnership with:In partnership with:

11. 11
Transport
Infrastructure
In partnership with:In partnership with:

12. 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:

13. 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:

14. 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. 15
Resources
In partnership with:In partnership with:

16. 16
Major offshore LNG projects
Richard
Goldsmith
Senior Trade
Development
Manager
Richard.Goldsmith
@fco.gov.uk
In partnership with:

17. 17
Projects we are targeting
In partnership with:

18. 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:

19. 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. 20
Services
In partnership with:In partnership with:

21. 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:

22. 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:

23. 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:

24. 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. 25
UKTI Australia
How we can help
In partnership with:In partnership with:

26. 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:

27. © Allen & Overy 2013 27
Michael Parshall
Partner
Legal considerations in
establishing an entity in Australia

28. © 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

29. © 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

30. © 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

31. © 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

32. © 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

33. © 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

34. © 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

35. © 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

36. © 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

37. September 2013
Managing and operating
bank accounts in Australia

38. RBS82068a/S11419
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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.

39. 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

40. 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

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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.

42. RBS82068a/S11419
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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

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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

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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.

45. AUSTRALIAN BRITISH
CHAMBER OF COMMERCE
3 Great Reasons to Join the Chamber
1.Events and Networking
2.Information and Connections
3.Publications and Branding

46. 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

47. CHAMBER EVENTS

48. PUBLICATIONS
• Quarterly Magazine
• Member Information Bulletin
• Newsletter
• Business Directory Listing
• Closed User Group

50. CONTACT US
National and NSW Office
Suite 2, Level 15
3 Spring Street
Sydney NSW 2000
Enquiries: Louisa Watson
Phone: 02 9247 6271
Email: abcc@britishchamber.com
VIC Office
Level 16, 525 Collins Street
Melbourne VIC 3000
Enquiries: Helen Walford
Phone: 03 9650 6000
Email: abccvic@britishchamber.com
WA, SA and QLD enquiries, please contact our National Office:
Contact: Louisa Watson
Phone: 02 9247 6271
Email: abcc@britishchamber.com

51. 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: