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Office assets prove irresistible to investors as sales top $1b

More than $1 billion of office, hotel and retail assets have been bought by overseas investors in the past six months, including in joint ventures, proving that the stable economy is a drawcard for international investors.
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The sales have come from China and Europe and the inflow is expected to continue to remain strong for a range of properties, with a focus on city offices that can be converted to apartments.

There are suggestions several Chinese buyers are looking at 4 Bligh Street and AMP’s 338 Pitt Street. Aside from the pending sale of 52 Martin Place to REST Super Fund, other assets on the market include GIC Real Estate’s 175 Liverpool Street, worth $450 million, and the Dexus Property Group and Perron Group co-owned 201 Elizabeth Street, worth $350 million. The latter two are considered residential conversion plays.

There is also the potential sale and probable lease-back of the four David Jones department stores.

According to the latest data from Colliers International, Australia is still a preferred destination for offshore and domestic investors as new groups enter the market – despite some predictions that capital could begin to depart Australian shores.

Nerida Conisbee, Colliers International national director of research, said between 2007 and 2012, the commercial property transaction landscape was dominated by offshore investors.

Ms Conisbee said she found that while a lot of attention had been paid to the volume of offshore dollars still to land here, Australian institutions made a remarkable comeback last year, becoming net buyers of commercial property for the first time in this property cycle.

”While institutions and offshore groups were net purchasers overall in 2013, not all of these groups are in acquisition mode,” she said.

Woolworths takeover of David Jones a corporate chess game

Time’s up for Solomon Lew if he wants to throw a precisely placed grenade at Woolworths of South Africa’s $2.2 billion takeover of David Jones. He had until Tuesday to buy enough shares to block the deal but no large trades in the stock were recorded.
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It appears Lew has instead chosen to remain at 9.9 per cent – which won’t be enough to derail the takeover unless there is a groundswell against it from smaller shareholders that either don’t like the price – this is unlikely – or register a protest vote against the scheme – possible but also unlikely.

Given Lew has been closely guarding his agenda his actions – or inaction – on Tuesday are the only guide to his strategy.

Woolworths insists it has had no meaningful discussions with Lew and Lew won’t even comment on whether he has spoken to Woolworths.

He has refused to let the David Jones board in on his voting intentions, so it was probably watching trades very closely on the final day.

While the shareholder vote is not until next Monday the T+3 settlement period creates an earlier deadline to register stock.

Getting the vote across the line is not a lay down misere but if Lew is neutered as a show-stopper, the largest obstacle is out of the way.

One can never discount the possibility that Lew may have his foot on some additional votes through some kind of derivative transaction that would not require disclosure.

This is also looking less likely but is a wildcard that one can’t completely ignore.

If logic prevails Lew will be happy with the outcome to date. His greenmailing exercise has gone according to what we believe is his plan. He has now received a hefty $17 share offer for his 11.8 per cent stake in Country Road – thanks to Woolworths caving in to Lew’s implicit threats and making an offer to mop up the remaining Country Road shares.

It certainly looks as if Lew is getting close to his $400 million-plus pay day.

But the boards of David Jones and Woolworths, both of which are wholeheartedly pushing the David Jones takeover, are working hard this week to ensure this deal makes it over the line.

For its part David Jones is undertaking shareholder proxy solicitation – in other words ringing small retail shareholders, encouraging them to vote and warning them of the consequences of the failure of the scheme to receive approval – including the likelihood the share price will fall.

It is also running newspaper advertisements reminding them of the importance of their vote. Ads and soliciting proxies are not unheard of but they’re tools usually employed when the parties think the vote could be close.

The way the numbers now stand Lew’s 9.9 per cent will almost certainly not be enough to kill the transaction.

However, given roughly 40 per cent of shareholders won’t register a vote, Lew’s stake will account for proportionately more. And this is why David Jones is so keen to get the smaller shareholders on board to register their votes – which will most likely be in favour.

Woolworths has already done the heavy lifting to keep the David Jones deal on track by making the offer for Country Road shares.

By any financial measure the Country Road offer price is extremely generous.

The bidder’s statement for this takeover, which was released on Monday, in part justifies the price by pointing to various synergies around systems, processes, infrastructure and scale. These include opportunities with sourcing (lowering cost of goods) and increasing speed to market, enhanced logistics and amalgamation of service functions.

Woolworths estimates such benefits are worth about $30 million to yearly earnings before interest, tax, depreciation and amortisation.

But it reiterates that the Country Road offer is conditional on getting the David Jones acquisition across the line.

The benefits are still not sufficient justification for the $17 price – and the $4 a share offer for David Jones – but Woolworths needs to sell the deal to its own shareholders.

Meanwhile everyone associated with this two-pronged deal needs it to look as if Woolworths is not paying a ransom to Lew or – in legal speak – that he is not receiving a collateral benefit that other David Jones shareholders are not getting.

Otherwise the finale to this corporate chess game could be the arrival of the Australian Securities and Investments Commission or the Federal Court with a call for it to be aborted.

Call for maths, science expert teachers to lift primary grade

Education Minister Christopher Pyne announced a review into teacher education. Photo: Ken IrwinThe traditional role of the primary school teacher as a jack-of-all trades should be scrapped because too many teachers have deficient mathematics and science skills, one education body says.
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Primary school students would be taught by three or four subject specialists rather than a generalist covering the entire curriculum, under a proposal to the federal government’s review into teacher education by the Australian College of Educators (ACE).

The country’s oldest professional teaching association also argues a minimum university entrance score of 70 should be introduced to boost the status of teaching.

Education Minister Christopher Pyne announced a review into teacher education in February that identified encouraging more teachers to specialise in maths, science and languages as a key aim.

In its submission, the ACE says ”specialised primary teacher training in mathematics and science needs to be introduced” to improve teaching standards.

”Students then are taught by a group of three or four teachers, each with complementary discipline skills, so that between them they cover the whole curriculum,” the ACE says.

”A lot of people say the early years of high school should be more like primary school – I say the opposite is the case,” said ACE president Stephen Dinham, chair of teacher education at the University of Melbourne. ”If we’re going to address poor maths and science results in high schools, we need to start in primary schools.

”Many primary teachers lack competence and confidence teaching maths and science.”

Professor Dinham suggested universities emulate the University of Melbourne model where teaching students spend 25 per cent of their time specialising in maths and science.

The number of teaching places should also be capped to avoid the current glut in primary teachers and shortage of secondary maths teachers, he said.

The NSW Board of Studies criticises the ”undoubted oversupply” of teachers in its submission to the review. More than 40,000 NSW teachers are on a waiting list for permanent jobs.

Australian Primary Principals Association president Norm Hart said specialisation had merit but would be difficult to implement. ”Using specialists would make it difficult to get high quality staff in all disciplines all of the time,” he said. The personal relationship between teachers and pupils in their early years should also be maintained.

In its submission, ACE says: ”Low academic entry standards into teacher education jeopardise the quality of teaching and learning in Australian schools.” As well as scoring an ATAR of 70 and minimum grades in year 12 maths and English, teaching applicants should be profiled for communications skills and resilience using interviews and personal statements.

Review head Australian Catholic University vice-chancellor Greg Craven has argued against minimum entrance scores, saying they are ”as easy to rig as a bush picnic race meeting” and discriminate against disadvantaged students.

Apologise, definitely, but insure against backwash

If you are going to apologise, make sure you do it properly.Apologies are a powerful force. They are an essential act of faith that can marshal support and goodwill in a crisis. But apologies reward some and punish others. In some cases, the apology itself can become the headline scandal.
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At the heart of a good or bad public apology is the attitude of a business and its leadership towards the situation and long-term brand damage. Given there are so many public apology case studies and lessons to draw from history, why are good public apologies still so rare? And why do so many great businesses get it so wrong?

Businesses trade on trust. When that foundation is rocked, we often see a tsunami of dire consequences: share prices tumble; employee morale sinks; productivity suffers; regulation tightens its squeeze; customers defect and boycott; and, the media circus sucks all the energy from the emergency room.

Every day business winds threaten with increased velocities in a cultural and media environment that demands honesty and ethical steadfastness. What is astounding, however, is how quickly genius in the senior ranks of great companies can turn to stupidity and arrogance when things go pear-shaped.

Warren Buffett once said to his employees: ”Lose money for the firm, and I will be understanding; lose a shred of reputation for the firm, and I will be ruthless.”

Reputations run very deep and wide. They are usually built on a consistent and brilliant record of delivering on promises and how their cultures manage ethics, innovation, quality, safety, sustainability and security that shape stakeholders’ expectations.

Robust moral principles come under assault very quickly in a crisis and few chances are afforded to companies and their leaders when they fail to apologise with humility, empathy and sincerity, with the right message, at the right time.

Many events can turn into reputational firestorms. Such events can, however, be neutralised with an effective apology. But with too little, too late, any scandal will threaten a company’s brand and damage a leader’s reputation. While there are no guarantees, there are a few central guidelines to effective public apologies:

■ Don’t put your reputation in the hands of the lowest common denominator. You will not triumph.

■ Be in the media early, be clear with your message and provide a detailed account of the situation.

■ Don’t be clever or coy. Admit to mistakes immediately, take responsibility and be accountable. Acknowledge the damage that has been done and express regret.

■ Small gestures and actions have a huge impact. Make everything count. Make it matter.

■ Don’t be aloof. Remember it is not about you. Lock up your ego in the top drawer of your desk.

■ Express concern for customers, shareholders and employees and promise it will never happen again. They ultimately are the ones you are asking for forgiveness.

■ Avoid ambiguity, tricky words and figures of speech. Do not use qualifiers or be loose with the facts. Offering restitution is even better and will reduce anxiety.

■ Authenticity is crucial. Do not take short cuts and remember some words are better than others. You can only deliver a good apology with your best performance.

And when it’s all done, don’t expect applause.

Georgie Morell is a corporate affairs consultant. She has worked with ASIC, BHP Billiton and Wesfarmers.

Experts call to delete tax on foreign deposits

David Murray’s financial system inquiry should push to remove withholding tax on non-residents’ deposits in Australian banks to help diversify the funding base of local banks and create more competition from foreign institutions.
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Next week’s report from the inquiry should also drive the development of a corporate bond market, back the establishment of a multilateral framework to allow the cross-border marketing of investment funds in the Asian region, and recommend the Australian Securities Exchange should have its 15 per cent ownership limit reviewed, and its monopoly in clearing removed.

These views from the Australian Centre for Financial Studies are expressed in a research paper to be released on Wednesday, which examines the international links between financial markets. It is one of four papers it is releasing ahead of David Murray’s interim report next week.

International deposits comprise about $120 billion, or just 6 per cent of all bank liabilities, according to the ACFS.

Interest withholding tax denies Australian banks and other borrowers access to cost-effective funding, the Australian Bankers Association said in its submission to Murray.

The tax restricts the ability of banks – both Australian and international – to use foreign deposits to improve their liquidity and support their lending in the Australian market.

Outside some exemptions, the 10 per cent tax applies on the gross amount of interest paid by Australian borrowers to non-resident lenders.

Report authors Professor Deborah Ralston, executive director of the ACFS, and Martin Jenkinson, its research officer, find the tax also reduces the ability of international banks to compete in Australia, negatively impacting on competition in the banking sector.

Hong Kong, Singapore, the United States and Britain do not levy withholding taxes on non-resident deposits. The Johnson Report in 2009 and the Henry Tax Review in 2010 called for the government to reduce interest withholding tax.

The 2010-11 federal budget committed to phasing down the tax from 2013-14, but in late 2011 the date was deferred and the Abbott government said last year the phase-down of the tax would be discontinued.

Given the Coalition is planning a tax white paper later this year, the Murray inquiry’s terms of reference say it should “provide observations that could inform the tax white paper”.

The ACFS paper also calls for a financial system inquiry to support the Asia Region Funds Passport, a multilateral framework to allow local fund managers to manage Asian capital and Australian super to more easily invest in the Asian region.

The Financial Services Council has been pushing the passport at regional forums over the past year. Noting only 3.4 per cent of total funds being managed by Australian fund managers come from offshore (compared to 80 per cent in Singapore and 60 per cent in Hong Kong, the ACFS report says: “The potential benefits of increased international flows into Australian investment managers suggest that the implementation of the [passport] would be advantageous to the export of financial services.”

The ACFS also wants policies to assist the development of a more dynamic local corporate bond market, pointing to dangers of over-reliance on offshore funding. Professor Ralston and Mr Jenkinson find only 1 per cent of issued bonds in the Australian market are held by households; less than 1 per cent of Australian fixed interest securities are listed on the exchange; and 90 per cent of Australian non-financial corporate bonds are held by non-residents.

This is making it harder for the Australian financial system to manage longevity risk and is hampering the development of a deep annuities market in Australia.

But the report notes that encouraging the corporate sector to want to participate in a listed bond market is a big challenge.

Raiders seek female board member

Raiders’ chairman Allan Hawke. Photo: Rohan Thomson Brumbies board member Carmel McGregor says gender is just one factor in a diverse boardroom. Photo: Graham Tidy
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The Canberra Raiders want to become just the second NRL team with two female board members as the NRL takes steps to make female representation on club boards compulsory to help clean up the game’s image.

Canberra Raiders chairman Allan Hawke confirmed the club is investigating suitable female candidates to join Raiders Group chief financial officer Yvonne Gillett, who was elected onto an eight-person board this year.

The Raiders have one board spot vacant and Hawke confirmed they have identified a number of female candidates worthy of filling the position.

Manly is the only NRL club with two female board members, and most teams don’t have a women on their board at all.

The NRL have drawn up proposed ”model club’ ‘reforms, which include at least one female board member in every club, and the majority of board members to be independent.

The Raiders already meet that criteria as Raiders group general manager Simon Hawkins and Gillett are the only non-independent board members.

Hawke is a long time advocate for more women in executive roles, and the Raiders had been keen to install a second female director before the NRL’s plans became public.

Manly is the one club with two female board members, while North Queensland, Brisbane and Canterbury have women either on the board or chief executive.

“We are examining that issue [second female board member] right now, we just haven’t got to the end of that process,” Hawke said.

“We’ve identified a number of women who could do this, there’s a wide range of suitable candidates we would contemplate joining the Raiders board.

“We’re ahead of the game here, we’ve been going down this road in our own right before the NRL came out with this idea.

“It just gives us a bit of added impetus to do that.”

Hawke insisted the move isn’t in response to the sackings of former Raiders stars Josh Dugan and Blake Ferguson, or other unsavoury incidents which have tarnished the game’s reputation.

“We’re doing what we’re doing, because it’s the right thing to do,” he said.

“It will be fascinating to see how other teams deal with this, they’re talking about gender equity.

“This will mean they [rival boards] will have to morph over times as some directors’ terms come up, and look at finding women to replace them.”

He believes the move will help attract more fans, particularly female ones, to the game.

“There’s no doubt in my mind women bring different qualities to a board, and we’re hoping by sending that message in that regard it will help us in terms of our membership drive.

“We’re trying to set the right ethical and cultural base for the team and the Raiders itself, and this is an important part of that.”

Hawke said earlier this year after Gillett was elected that female board representation ”has certainly been a hobby horse of mine, not just the Raiders board but through my career.”

“Women bring different things to meetings than men do.  I’m not aware the men are any smarter or brighter than they are and if you’re looking to attract a family element and attract women to the game, you need to hear that from women on the board. Not from blokes who think they know best.”

Carmel McGregor, the deputy secretary  People Strategies and Policy in the Department of Defence, was elected as the first female board member of Super Rugby club ACT Brumbies this year.

She applauded the NRL for their stance, but said teams should avoid appointing females on boards as a ”token” gesture.

“Good on them, but having just one is not enough,” she said.

“If you’re excluding 51 per cent of the population from having a look in, you are inevitably denying the best talent.

“Boards should be more diverse. Gender’s one thing but people with a different way of thinking enhances board performance.

“Good on them for following the Brumbies lead.”

McGregor said a woman’s opinion would give clubs a greater understanding of how off-field incidents may affect their female fan base.

“It gives a different perspective and understanding of the implications some of that behaviour may have with women,” she said.

“One thing I’ve found heartening is the Brumbies board all listen, are very respectful and inclusive, and I wondered whether it would be like that.

“They’re normal blokes who have wives and daughters, and want their daughters to experience fair and equal society.”

Stockland tipped to accept Frasers offer

Expectations are rising that Stockland will accept the Frasers Centrepoint $2.6 billion offer for rival Australand, and use the cash raised from its 19.9 per cent stake to increase its greenfield developments.
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This comes as the 2014 financial year reporting season for real estate investment trusts is due to start in three weeks. Traditionally, Australand is the first REIT to report, followed closely by Stockland.

Broking analysts expect the reporting season to clarify the office market conditions, to the extent of rental incentives and vacancy outlooks.

This comes in the context of the many REITs that own older properties that could now be realistically sold for residential conversions.

In the past, these older properties with low rents and high incentives, have been a drag on the earnings outlooks.

The potential to sell for redevelopment will decrease the vacancy rate outlook for the sector and boost the quality of REIT portfolios.

Already, most of the REITs have announced their final distributions for the 2014 year, which came in at market expectations, reflecting the stable market conditions of the six months ending June 30.

The REIT sector has been one of the better performers as the trusts offer higher yields in a low interest rate environment.

According to analysts at Bank of America Merrill Lynch, the average distribution per unit rate of 5.3 per cent is 175 basis points ahead of the 10-year bond yield of 3.54 per cent, which is broadly in line with the long-term average.

”The sector offers an implied total return of 6.9 per cent on our estimates,” analysts said.

But the high amount of corporate activity in the past year among REITs will also see a change in the structure of some REITs in the coming months, as the new owners look to rationalise portfolios and place some of the assets into new wholesale funds.

That is the expectation if Frasers is successful with its off-market, all-cash takeover offer for 100 per cent of Australand at $4.48 per security.

Analysts say they are expecting Frasers to put some of Australand’s industrial assets into a separate fund.

Morningstar analyst Tony Sherlock said he did not believe the competing bidder, Stockland, would raise its predominantly scrip-based offer of 1.124 Stockland securities for each Australand security, implying a notional value of $4.41 per Australand security.

”We consider the Frasers offer to be compelling, at a 21.7 per cent premium to Australand’s forecast net tangible assets,” he said.

Frasers’ offer closes on August 7.

Billy Connolly’s humorous guide to death

Death is a well-worn topic for TV makers, and is treated in a wide variety of ways: from tear-jerking poignancy in hospital beds and lovers’ arms, to spectacular technicolour sensation at the hands of assassins and explosions; from brutal, casual callousness in action scenes to morbid absurdity in black comedies. It is also hardly untrodden ground for documentary, but of course Billy Connolly’s Big Send Off (ABC1, 8.33pm) is not staking its claim for our attention based on the subject matter, but the host.
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Connolly, who won his stripes as one of the funniest humans before letting us know that he was a hell of a lot smarter than we might have guessed, brings relentless Glaswegian irreverence, cackling incredulity at the world’s ludicrousness and indelible accent to the task of examining humanity’s attitudes to our demise. As Connolly notes, it’s life’s only certainty and it brings out all kinds of fears, hopes, superstitions and bizarre rituals.

Having been through diagnoses of both cancer and Parkinson’s disease, Connolly, 71, may be feeling the uncomfortable glare of death prickling on the back of his neck, but any terror or anxiety he might be feeling is not in evidence here, as he romps through the world of death with typically jolly mien. Death is a $21 billion industry in the US, which sounds insane, but then Billy’s trip to a lavish pet cemetery shows clearly how extravagant we’re willing to get in the face of any mortality. He notes the cemetery says more about the living than the dead, and this is clearly shown throughout the doco to be true of all our peculiar responses to death, from Chinese money-burning, to voodoo spirit-summoning, to the drive-thru funeral parlour.

Connolly’s travels with death take in anecdotes and interviews with experts in death, including undertakers, dying people and his comedic friend – and writer of history’s greatest send-off song – Eric Idle. The program is fascinating, poignant, thought-provoking and hilarious, thanks in main to the man at its centre, who with a serious mind and light heart, tackles the universal human experience with insatiable curiosity and irresistible warmth.

Warmth is not exactly the motif of Red Riding Hood (GO, 9.30pm), which relies more on chilly atmospherics and pale virginity in a flick that takes the beloved fairytale and wrings sexual allegory from it until it screams for mercy. Amanda Seyfried is suitably pearly-skinned and wide-eyed as the girl who falls for an orphaned woodcutter in a village terrorised by a murderous werewolf. The filmmakers stayed faithful in one respect: Seyfried does, indeed, wear a bit of red.

New shopping mall company Scentre raises $2.9 billion in bond issue

Scentre Group, the spin-off from the Westfield empire, has made its first corporate foray with an issue of €2 billion ($2.9 billion) in bonds to help finance future development projects.
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The senior bond issue is across four tranches ranging from four to 12 years. Bankers suggest it may become one of the largest ever in Europe by a non-bank Australian corporate.

According to the advisors to the issue, Deutsche Bank and BNP Paribas, assisted by HSBC and Barclays and the broader syndicate of another 13 banks, Scentre Management financed part of its A$5 billion bridge facilitythrough the new bond issue.

Under the terms of the issue, three of tranches will be in Euros and the 12 year tranche will be in pound sterling,

Scentre’s directors, led by new chief executive Peter Allen, held an investor roadshow in Europe last week, where it was said the reception was positive for the vehicle. Scentre has interests in 47 shopping malls in Australia and New Zealand.

One banker said European investors liked the fact that Scentre had kept the same management of the malls, despite there now being no one from the Lowy family in the day-to-day running of the business.

The books opened for the issue last night with settlement on July 16. The credit ratings assigned were A1/A from Moody’s Investors Services and Standard & Poor’s. Scentre also has Moody’s assigned long-term senior unsecured rating of A1 to its other €10 billion MTN program.

An analyst said the raising was the first test for how the international bond markets view the future strategy of the new entity.

Included in the split in Westfield to form Scentre was a $22 billion bridging loan, of which $5 billion was for Scentre. Some of the funds raised from the bond issue will be used to help repay that loan.

Other cash is expected to be raised over time, with the sale of interests in the shopping centres, which include Westfield Sydney and Fountain Gate in Melbourne.

Kate Stewart, managing director and head of debt capital markets at BNP Paribas in Sydney, noted all four tranches priced at the tight end of revised guidance: 67, 72 and 92 basis points over mid-swap for the euro notes and 113 basis points over Gilts for the sterling.

“Positive buy-side response clearly came through in the deal book. The book really is a ‘who’s who’ of real-money investors – it is extremely high quality and featured a number of large tickets, including bids of up to 500 million in each of the tranches.

Senate stall on advice rules

Up in the air: The Coalition is playing for time on the financial advice regulations. Photo: Quentin JonesThe Abbott government has held off tabling its watered-down financial advice rules in the Senate as it seeks to use the coming days to lobby new Palmer United Party senators for support for the proposals.
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Labor senators took the unusual step on Tuesday to try to table the Abbott government’s future of financial advice (FoFA) regulations, saying the Senate needed them to be introduced so the entire chamber could consider whether or not to disallow them.

But the Coalition refused, leaving Labor to accuse the government of wanting to give lobbyists more time to ”work on” Clive Palmer and PUP senators.

The Coalition’s amended financial advice laws have fallen into disarray this week after Mr Palmer said he ”would never” support them.

The government needs the support of Mr Palmer to get its amendments through the Senate.

It has until next Tuesday to table its regulation changes.

But on Tuesday, Labor senator Sam Dastyari tried to get the Coalition to table its own FoFA regulations but it refused.

Finance Minister Mathias Cormann has repeatedly declined to say when the government will table the regulations, even though they took effect on July 1.

Senator Cormann this week said that if his regulations were thrown out then he would consider extending some requirements, such as making advisers disclose fees charged in previous years, to financial advice provided through industry super funds.

David Whiteley, chief executive of Industry Super Australia, said there was ”genuine bewilderment” in the industry on that threat on Tuesday, because intra-fund advice was offered to members of every, not just industry, funds.

Senator Cormann also ruled out any prospect of an immediate royal commission into Commonwealth Bank or the financial planning industry, saying he wanted to see how the CBA compensation scheme for fraud victims would work.

His comments follow an explosive Senate report examining the performance of CBA and the Australian Securities and Investments Commission, which recommended a royal commission into the CBA over allegations of widespread fraud and misconduct in its financial planning division. CBA apologised to customers last week for misselling financial advice.

Senator Cormann said on Tuesday that the government would ”reserve judgment” on the need for a royal commission.

”We believe that the announcement by CBA of the open advice review program does offer that opportunity, but we reserve judgment, we will monitor the way that is being implemented.”