Corporate Governance & Directors' Duties (LAWS70190)

Corporate governance is of national and international importance. This subject has a strong focus on the law relating to corporate governance, particularly the duties and responsibilities of company directors and other officers, primarily from an Australian perspective but also considering the approach taken in other jurisdictions. The director has been described in one court judgment as “an essential component of corporate governance” who is “placed at the apex of the structure of direction and management of a company”.

Principal topics include:

• Overview of the current framework of corporate governance and the duties of directors and other officers
• The role of industry corporate governance guidelines and the Australian Securities Exchange (ASX) Corporate Governance Principles and Recommendations
• Executive remuneration
• Disclosure
• The division of power between the board and the general meeting
• Corporate control and governance
• Directors’ duties, including:
• • Who is subject to duties?
  • To whom are duties owed?
  • Duties to act with care and diligence, in the best interests of the company, and for a proper purpose and to avoid conflicts of interest
  • Consequences of breach

• Role of the Australian Securities and Investments Commission (ASIC) in enforcing directors’ duties.