Corporate Governance & Directors' Duties (LAWS70190)

Corporate governance is of national and international importance. This subject examines 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. It has a focus on listed companies and the relationship between governance and control.

Indicative list of principal topics:

• Overview of the current framework of corporate governance and the duties of directors and other officers
• The role of industry corporate governance guidelines including the Australian Securities Exchange (ASX) Corporate Governance Principles and Recommendations
• ESG
• Disclosure
• Remuneration
• 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
  • Duties to avoid conflicts of interest and account for secret profits
  • Statutory duties
  • Consequences of breach and relief from liability