Section 19 Notices: What really happens, and why it matters to you

At our recent ‘loneliest role in the building’ session in Melbourne, I was talking to Judith Charlton, Head of Internal Audit at UniSuper, who mentioned that the most alone she’d ever felt was after being handed a Section 19 notice back in 2019.

To be honest, I didn’t actually know what she was referring to! But once I found out (a Section 19 notice being an  instruction to appear before ASIC and answer questions with no prior info as to what those questions will be) I had questions. So many questions.

So when Judith offered to run a CREW session regarding Section 19 notices, how could I say no!?

First things first: this is not a request

A Section 19 notice under the ASIC Act is a compulsory legal examination. You are required to attend and you are required to answer questions honestly. Failure to do either is an offence and, in some circumstances, can result in a prison sentence. It is not the kind of thing you can ask for a raincheck on.

What many people don't realise is that the notice can cover a lot of ground: appearing before ASIC under oath or affirmation, producing documents and records, or explaining transactions, decisions and communications. The interviews happen in private, and ASIC can ask you anything connected to what they're investigating or about to investigate.

"As you reflect on what you are capturing into meetings and minutes and conversations, those all become discoverable over time."

What it feels like

This is where the professional guides stop and reality starts.

Judith describes sitting in a board committee meeting, having just read her Section 19 notice with shaking hands, while the directors discussed the people who had been called. Her name was on the list. Nobody could look her in the eye.

"Nobody asked me if I was okay. It felt like they weren't interested in how I was taking it."

That isolation is one of the things Judith talks about most candidly. "When I was going through this experience, nobody spoke about it, and nobody talked about it, and so I felt very isolated and very alone."

There was a point, during a trip to Sydney ahead of a board meeting, when she says she “was in a hotel room in Sydney, sobbing, couldn't even think about leaving the hotel room". She messaged a mentor, who told her to come to his office. She sat there for 45 minutes and just cried. "I need out, I've never felt so alone, this is horrible".

The reason she shared her experience at CREW was so that if someone in the room was already going through something similar, they'd at least know they weren't the only one.

Interestingly, it didn’t get any better once the shock (for everyone) had worn off. It seems to me that in order to ‘do the right thing’ and not make any wrong moves, the pendulum swung way past reasonable. While Judith couldn’t be asked about the content of the notice, it would have been acceptable for her colleagues to check she was OK. But no-one spoke to her at all. I don’t say this to point fingers, but more that it makes me think that as well as BCP style planning, it would be a good idea to have a plan for what your organisation would do in the face of a Section 19 notice, and how you would support your people as well as protect your business.

On the day itself

Judith's examination was face-to-face. In a room with no windows, four chairs, a table with four lever arch files (all closed), a video recorder – and under oath. There were two lawyers from ASIC, plus a lawyer from Judith’s organisation, and of course Judith herself.

She was told to sit, but not to open the files.

Her first session ran from 9am to 5pm on a Friday. She went back on the Monday. And again the following week. Then there were transcripts to review overseas while on family holiday, then re-clarifications. All up, she estimates about half a dozen full days, plus another 10 to 15 hours in various pieces.

The advice she gives for anyone facing an examination is specific:

• Say privilege. Before every answer. It feels strange. You do it anyway. Judith had a small sign in front of her as a reminder.

• Don't elaborate. Answer the question, nothing more. Don't fill the silence, don't volunteer context, don't second-guess.

• Don't reconstruct. "They want recollection, not best guess." If you can't remember, say so. Saying "I don't recall" is a complete answer.

• Don't justify. "This is what I did, this is who I told, this is my role" is a full response. Adding "because" opens doors you don't need to open.

• Anchor to what you knew at the time, not what you know now. Regulators are reading your decisions through the lens of what happened after them. You're not.

• Read any document they put in front of you. They may show you a report you wrote three years ago. Read it before you respond to any question about it.

On each day, she says, she was consistent and factual, and that consistency frustrated the investigators. In fact, faced with that frustration, Judith worried she was doing something wrong. Her lawyer explained that the two ASIC lawyers were doing the classic ‘good cop bad cop’ and that Judith should just keep doing what she was doing and do her best to not get flustered.

Everything is discoverable. Everything.

So, how should you be thinking about all this and what it means for your organisation?

Think about that in the context of how we work now, Judith said. We transcribe meetings, we send Teams messages. Due to hybrid working, almost everything is digital. "Everything is discoverable. Just think about that."

She's since adopted a personal rule: every paper carries a draft watermark until the moment it goes into the final pack. That draft status stays on anything that isn't finished. That way it’s clear in future what is draft and what is final, and it can’t be misconstrued.

The questions she says every leader in compliance, risk or audit should be asking their team right now:

• Have you followed up on that issue and do you know whether it's systemic, cultural or procedural?

• Have you investigated root cause, not just logged the incident?

• Where do your board papers live, and what do your margin notes say?

• How are you communicating decisions to your team, and what trail does that leave?

• Would your response look different in three or five years? If so, why?

The long-term fallout

Judith says it took years to get perspective on the experience. She still chooses her words carefully and is still cautious about who she trusts - that doesn't go away.

What she has found is that it clarified things she hadn't expected. Which organisations she wanted to work for. What mattered to her about her work. That she loves what she does. "It recreated a positive meaning in the work that I do."

She finished the session with this: "Do try and stay positive, because people will say, is the glass half empty, is the glass half full? The point is, it's refillable. And it doesn't really matter. Especially if it's full of wine!"

If you do receive a Section 19 notice, her immediate practical advice is: know what it means, identify your legal counsel, work out when you need to meet with them, and face it head on. "Although it can have a long tail, the sooner you start it, the sooner you'll get clarity over what it is - and aim for that no action letter."

And if you feel like you're carrying it alone, please reach out.

Judith Charlton is Head of Internal Audit at UniSuper. She can be reached via LinkedIn at www.linkedin.com/in/judith-c-1107446 or at judeccharlton@gmail.com.

This blog was prepared from a CREW (Compliance and Risk Executive Women) session held in June 2026. CREW is managed by Mayflower Consulting.