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Content Type:
General
03 May 2012
Today’s High Court decision overturning a NSW Court of Appeal finding relating to seven directors of James Hardie Industries reminds all directors and boards of their duty to act with care and diligence, as well as the risks involved.
Continuous disclosure remains an extremely difficult area for...
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Content Type:
Book
03 May 2012
The role of a company director is becoming increasingly complex as new laws are introduced, class actions are on the rise and the activity of regulators increases.
To assist both new and experienced directors with these growing challenges, the Australian Institute of Company Directors has rele...
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Content Type:
Policy Submission
11 Apr 2012
This submission, lodged with the Senate Economics Legislation Committee, is regarding the Corporations Amendment (Phoenixing and Other Measures) Bill 2012. The Bill gives ASIC powers to wind up companies if particular conditions are met, allows for the publication of external administration notices ...
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Content Type:
The Boardroom Report
07 Mar 2012
Mind the expectation gap, Remoteness no protection for directors, The board's role in driving strategy and innovation, Government to implement more executive pay changes, The pros of setting up a corporate advisory board
Mind the expectation gap
An "expectation gap" between what the communi...
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Content Type:
Media Release
23 Feb 2012
The "expectation gap" – the difference between what the community expects from non-executive directors and how directors realistically perform their roles - is impeding corporate performance and impacting our national economic competitiveness. These are the findings of a new White Paper, 'Mind the E...
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Content Type:
Media Release
12 Jul 2011
Australian Scholarships Foundation has announced up to 325 scholarships for board members of charitable organisations, to support strong governance of the Not-For-Profit sector.
The scholarships, funded by the Perpetual Foundation and the JS Love Trust, will give participants a place on the Aust...
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Content Type:
Policy Submission
14 Jun 2011
This submission responded to ASIC’s request for comments on Consultation Paper 155 – Improving Prospectus Disclosure for retail investors.
Our submission supported clear, concise and effective prospectus disclosure but noted, among other things, that:
• the proposal for mandatory disclos...
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Content Type:
Media Release
06 May 2011
Abstract:
Australia’s company directors have identified skilled labour shortages as the primary economic challenge facing Australian business in the coming 12 months and predict that wages, inflation and interest rates will rise, according to the findings of a new biannual survey of directors. ...
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Content Type:
Director Q and A
04 Jan 2011
Periodically a company will have to appoint a new director. In public companies directors are appointed by shareholders. This Q&A will focus on the basic legal requirements for appointing a new director for companies with shareholders operating under the Corporations Act 2001. The Board’s role i...
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Content Type:
Director Q and A
04 Jan 2011
Directors and boards occasionally may need to consider seeking independent professional advice in order effectively to deal with an issue and it is considered good practice to have policies and procedures in place to do so. This Q&A runs through the legal and corporate governance issues as well ...
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Content Type:
Director Q and A
04 Jan 2011
There are two types of auditors - external and internal.The board, usually through the audit committee in larger organisations, is responsible for appointing and building effective working relationships with both the external and internal auditors. This Q&A looks at points to consider when deali...
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Content Type:
Director Q and A
04 Jan 2011
Most corporate governance codes focus their attention on listed companies. However the basic precepts of good governance are fundamental to all organisations – having a board charter, well defined roles and responsibilities for board members, appropriate financial knowledge, accountability and trans...
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Content Type:
Director Q and A
04 Jan 2011
Board meetings are essential to allow the board to consider differing viewpoints before deciding on the best course of action. This Q&A describes the legal requirements of board meetings as well as how to prepare for the meeting, how the meeting should be run and what should be done after the me...
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Content Type:
Director Q and A
04 Jan 2011
The chair acts as an important link between the board and the CEO/company. The role of the chair is not defined in the Corporations Act 2001. Thus many functions of the chair are customary rather than formalised by law. This Q&A outlines the role and responsibilities of the chairman both inside ...
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Content Type:
Director Q and A
04 Jan 2011
A listed company has an obligation to continuously disclose information which may have an effect on its market price or value. Continuous disclosure is based on the principle that all investors should have equal and timely access to information about a company. This Q&A explains ASX listing Rule...
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Content Type:
Director Q and A
04 Jan 2011
Minutes are a crucial part of meeting procedure as they form the official record of the proceedings and resolutions of general meetings and directors’ meetings. This Q&A describes the statutory requirements of minute taking and recording. What and what should not be included in the minutes.
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Content Type:
Director Q and A
04 Jan 2011
Directors govern companies on behalf of the shareholder who elect them. All directors must comply with basic legal requirements under the Corporations Act 2001 which specifies four main duties for directors with a number of other areas of key responsibility. This Q&A runs through the role of dir...
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Content Type:
Director Q and A
04 Jan 2011
General meetings are governed in many respects by the Corporations Act 2001. This Q&A explains the legal requirements for valid meetings including the frequency, who may call a meeting, notice of meeting, quorum and chairing. It also explains the principles and rules of annual general meetings. ...
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Content Type:
Director Q and A
04 Jan 2011
Insider trading is the trading of securities while in possession of information which is not generally available and this is prohibited within the Corporations Act. This Q&A discusses what activities are prohibited, the various exceptions, and the penalties for individuals convicted of insider t...
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Content Type:
Director Q and A
04 Jan 2011
Every company must have at least one director and public companies must have at least three directors. Collectively, the directors are known as the Board of Directors and the Board of Directors acts on behalf of shareholders in supervising the company. This Q&A looks at the key roles performed b...