Australian Corporate Governance FAQs

How is the size of a company board determined?

August 19th
The minimum number of directors and officers a company must have is set out in the Corporations Act, and stipulates that private companies must have one director while public companies…
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To what extent can a board delegate responsibilities to other parties or individuals?

August 19th
Boards can delegate some of their functions to individuals or committees, unless the company’s constitution provides otherwise. Good governance is where a company outlines the carrying out of a delegated…
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What powers do shareholders have to appoint or remove directors or require the board to pursue a particular course of action?

August 19th
Shareholders in public companies have a right to remove directors by an ordinary resolution requiring 50 per cent of the shareholders (in attendance and voting at the relevant meeting) to…
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To what extent are directors liable where they are in breach of their duties?

August 19th
The Corporations Act provides defences where directors may be in breach of duties, including when they have relied on third-party advice or where a director has made a ‘business judgement’…
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What are company directors’ duties and responsibilities?

August 19th
In general, directors’ duties are set out under the Corporations Act 2001, which governs the way in which companies are run. The board of directors are responsible for a company’s…
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What are the benefits of corporate governance?

August 19th
Corporate governance is critical for an organisation, as it increases accountability. When the board of directors, management, company employees and shareholders are responsible for each other, this helps ensure everyone…
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How are board members elected or removed?

August 19th
As a general rule, company constitutions and/or shareholder agreements cover resignations and the appointment/removal of directors, as well as procedures for filling casual vacancies when a director leaves the company.
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Who makes up a board of directors?

August 19th
A board should be structured so there is a balance between executive and non-executive members, there is a majority of non-executive directors, and there is at a minimum a critical…
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What are the primary sources of law, regulation and practice for corporate governance?

August 19th
The primary source of regulation for corporate governance in Australia is the Corporations Act 2001 (Cth). Corporate governance is also subject to common law principles within the court system. The…
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What is corporate governance?

August 19th
Corporate governance is a key tool for optimising company board and management accountability. It provides a framework for a company’s board of directors to manage its relationships with company stakeholders…
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