Corporate Governance
Overview
This unit examines the laws relating to corporate governance in Australia. It provides an introduction to the regulatory framework of corporate governance before focussing on the legal duties, responsibilities and powers of the key organs with a corporation: the company directors (board of directors); executive officers (management) and shareholders including the obligations that arise in the event of corporate insolvency. The discussion involves an examination of the role of the public regulator, the Australian Securities and Investments Commission, private litigation by shareholders and compliance within ASX listing rules and corporate governance principles and guidelines.
Requisites
Learning outcomes
Students who successfully complete this unit will be able to:
- Critically analyse corporate governance, accountability and compliance in relation the role of the company director
- Critically analyse the operation of the Australian legislative and regulatory frameworks as they relate to compliance and risk in context of the role of the company director
- Demonstrate advanced knowledge of corporate governance and directors’ duties and critically evaluate existing legal theories, principles and concepts
- Critically examine, research and analyse existing and emerging legal issues relating to corporate governance and directors’ duties
- Proficiently communicate corporate governance principles and their application in industry contexts to a range of audiences and function cohesively as an effective leader or member of a group
Teaching methods
Hawthorn
| Type | Hours per week | Number of weeks | Total (number of hours) |
|---|---|---|---|
| On-campus Class | 12.50 | 12 weeks | 150 |
| TOTAL | 150 |
Assessment
| Type | Task | Weighting | ULO's |
|---|---|---|---|
| Assignment 1 | Individual | 10 - 20% | 1,2,3 |
| Assignment 2 | Individual | 40 - 60% | 1,2,3,4 |
| Assignment 3 | Group | 30 - 40% | 1,2,3,4,5 |
Content
- The concept of corporate governance
- Overview of the current framework of corporate governance and the duties of directors and other officers
- 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
- Duty to avoid conflicts of interest
- Corporate opportunities and related party transactions
- Role of the Australian Securities and Investments Commission (ASIC) in enforcing directors’ duties
- Role of shareholders in corporate governance
- Preventing insolvent trading
- Role of industry corporate governance guidelines and the Australian Securities Exchange (ASX) Corporate Governance Principles and Recommendations
Study resources
Reading materials
A list of reading materials and/or required textbooks will be available in the Unit Outline on Canvas.