Corporate » Head Office Governance Advisory

In the face of heightened shareholder activism and the increasingly political climate surrounding internal corporate governance processes, companies need incisive and strategic head office advice upon which they can rely.

Corrs' Head Office & Governance Advisory team provides such advice to public and private companies on a broad range of issues that typically confront boards of directors, general counsel and company secretaries on a regular basis.

Our clients come to us for a range of services, including in relation to:

  • financial and annual reports
  • annual and extraordinary general meetings
  • remuneration
  • employee incentive schemes
  • directors duties and conflicts
  • board spills
  • continuous disclosure
  • insider trading issues
  • company incorporation and constitutions
  • deeds of indemnity and access.

Corrs has advised notable clients such as Adelaide Brighton Limited, Downer EDI, Clough, Fairfax Media, Transpacific, Macquarie Group, Foster's, Treasury Wine Estates, Suncorp Metway, Watpac, Macarthur Coal, Straits Resources.

Our Thinking

Will your internal compliance pass the ASIC test? Steps to take before the regulator comes knocking

A Senate recommendation that ASIC increase surveillance is a message to AFSL holders to get their internal compliance in order.

More

Will the Senate Committee report on ASIC’s performance be the trigger for class actions against financial planners?

AFSL holders could find themselves being litigated against for failures in management oversight and internal compliance programs.

More

Financial planners on notice after Senate report on ASIC

The Senate Economic References Committee’s report into the Performance of ASIC has ramifications for all financial planners and their AFSL holders.

More

Plugging the leak or stemming the tide: Culture, responsibility and the future of financial regulation

Australia needs a regulatory framework that fosters ethical and responsible handling of price sensitive information.

More

Scheming and collateral damage - Why the David Jones deal could fall through

The Woolworths bid for David Jones is a reminder that takeovers and schemes of arrangement can be quite different when it comes to equality of opportunity for shareholders.

More

Is risk the ‘new black’?: The new ASX Corporate Governance Principles and Recommendations

The ASX Corporate Governance Council has joined other regulators around the globe in adopting a low risk stance to governance and regulation.

More

Proxy advisers - In the interests of market integrity, it’s time for reform

Concerns over the role of proxy advisers and their influence on investor voting behaviour is warranted.

More

Proposed removal of 100-member rule - Are its nine lives finally up?

The 100 member rule has proven to be surprisingly resilient despite being little more than an expensive distraction.

More

ASX needs a non-voting ordinary share class to avoid becoming a dinosaur exchange

ASX’s prohibition on issuing non-voting ordinary shares is out of touch with what is permissible on overseas exchanges.

More

ASX soon to release final changes to Corporate Governance Principles

What are the changes and what will they mean for companies and investors?

More

Market manipulation - What is an “artificial price” and why does it matter?

A High Court decision has strengthened ASIC’s hand in prosecuting market manipulation activity.

More

David Jones share trading - Insider trading rules come under the spotlight once more

Criticism of ASIC has reached new heights following its decision not to prosecute David Jones’ directors for insider trading.

More

Will disclosure rules about production targets drive junior resource companies out of Australia?

They're in a catch 22 when it comes to disclosure of production targets and prospective financial information.

More

Too much vs too little: How do companies keep balance on the disclosure tightrope?

Striking the right balance on what can be a fine line requires sense and skill.

More

Board spills will rise as shareholders revolt, but companies are not helpless

When activist shareholders threaten to spill your board, it pays to be prepared.

More

Executive remuneration: Results of spill meetings put effectiveness of two strikes in question

The ‘two strikes’ rule is costing companies and failing shareholders. It’s time for a rethink.

More

Shareholder engagement - Has the AGM had its day?

Annual general meetings are on the brink of being made optional. But will they really be scrapped?

More

New ASX placement rules for small to mid caps: Will they work?

Junior miners on the ASX can now raise more capital via private placements. It’s welcome news, but there’s a catch.

More

The complex issues for Nominee Directors

Nominee directors and their appointing shareholders are faced with a minefield of sometimes conflicting duties. What are the key risks and how can they be managed?

More

Good corporate governance and the role of gatekeepers

ASIC chairman Greg Metcalf has been increasingly emphasising his willingness to look for gatekeepers and impose upon them higher standards in relation to how they help corporations deliver good governance and corporate outcomes.

More

ASX Listing Rule amendments - Proposed “good fame and character” requirement for directors in listing applications

In late September 2011, ASX announced its intention to amend the Listing Rules to require a company seeking an ASX listing to show that its directors and proposed directors are of good fame and character.

More

ASX Listing Rule amendments - How the ASX’s new “good fame and character” requirement applies to foreign directors

From 1 January 2012, companies seeking a new listing will be required to provide the ASX with criminal and bankruptcy checks to satisfy the ASX’s proposed “good fame and character” requirement.

More

Dividends Payment Rules: Have your say

A new discussion paper on the dividend payment provisions under the Corporations Act aims to reduce ambiguity and the compliance burden on companies.

More

Raising the bar on continuous disclosure

How high should the standards of continuous disclosure be? So high that they’re difficult to meet?

More

Is a poll needed on a remuneration resolution?

Recent amendments to the Corporations Act have changed the way listed companies are conducting their AGMs this year.

More

The importance of directing your undirected proxies

New laws governing the counting of undirected proxies are not clear, but the consequences of not counting them are.

More

Our Experts

Andrew Lumsden.jpg

Andrew Lumsden

Partner Location Sydney Profile
Jack de Flamingh.jpg

Jack de Flamingh

Partner Location Sydney Profile
RILEY-SMITHJaclynwebsitegreySIZEDTH.jpg

Jaclyn Riley-Smith

Partner Location Sydney Profile
HEATHJaredwebsitegreyFAKESIZEDTH.jpg

Jared Heath

Special Counsel Location Melbourne Profile
Jeremy Horwood.jpg

Jeremy Horwood

Partner Location Brisbane Profile
RAYSONJuanitawebsitegreySIZEDTH.jpg

Juanita Rayson

Special Counsel Location Brisbane Profile
Nick Ellery.jpg

Nicholas Ellery

Partner Location Perth Profile
Robert Franklyn.jpg

Robert Franklyn

Partner Location Perth Profile
Sandy Mak.jpg

Sandy Mak

Partner Location Sydney Profile
Simon Morris.jpg

Simon Morris

Special Counsel Location Melbourne Profile
Stephanie Daveson.jpg

Stephanie Daveson

Partner Location Brisbane Profile
PRICEStephenwebsitegreySIZEDTH.jpg

Stephen Price

Partner Location Sydney Profile

Our Thinking

Is a poll needed on a remuneration resolution?

Recent amendments to the Corporations Act have changed the way listed companies are conducting their AGMs this year.

The importance of directing your undirected proxies

New laws governing the counting of undirected proxies are not clear, but the consequences of not counting them are.

Raising the bar on continuous disclosure

How high should the standards of continuous disclosure be? So high that they’re difficult to meet?

Plugging the leak or stemming the tide: Culture, responsibility and the future of financial regulation

Australia needs a regulatory framework that fosters ethical and responsible handling of price sensitive information.

Dividends Payment Rules: Have your say

A new discussion paper on the dividend payment provisions under the Corporations Act aims to reduce ambiguity and the compliance burden on companies.

Good corporate governance and the role of gatekeepers

ASIC chairman Greg Metcalf has been increasingly emphasising his willingness to look for gatekeepers and impose upon them higher standards in relation to how they help corporations deliver good governance and corporate outcomes.

The complex issues for Nominee Directors

Nominee directors and their appointing shareholders are faced with a minefield of sometimes conflicting duties. What are the key risks and how can they be managed?

New ASX placement rules for small to mid caps: Will they work?

Junior miners on the ASX can now raise more capital via private placements. It’s welcome news, but there’s a catch.

Shareholder engagement - Has the AGM had its day?

Annual general meetings are on the brink of being made optional. But will they really be scrapped?

Executive remuneration: Results of spill meetings put effectiveness of two strikes in question

The ‘two strikes’ rule is costing companies and failing shareholders. It’s time for a rethink.

Board spills will rise as shareholders revolt, but companies are not helpless

When activist shareholders threaten to spill your board, it pays to be prepared.

Too much vs too little: How do companies keep balance on the disclosure tightrope?

Striking the right balance on what can be a fine line requires sense and skill.

Will disclosure rules about production targets drive junior resource companies out of Australia?

They're in a catch 22 when it comes to disclosure of production targets and prospective financial information.

David Jones share trading - Insider trading rules come under the spotlight once more

Criticism of ASIC has reached new heights following its decision not to prosecute David Jones’ directors for insider trading.

Market manipulation - What is an “artificial price” and why does it matter?

A High Court decision has strengthened ASIC’s hand in prosecuting market manipulation activity.

ASX soon to release final changes to Corporate Governance Principles

What are the changes and what will they mean for companies and investors?

ASX needs a non-voting ordinary share class to avoid becoming a dinosaur exchange

ASX’s prohibition on issuing non-voting ordinary shares is out of touch with what is permissible on overseas exchanges.

Proposed removal of 100-member rule - Are its nine lives finally up?

The 100 member rule has proven to be surprisingly resilient despite being little more than an expensive distraction.

Proxy advisers - In the interests of market integrity, it’s time for reform

Concerns over the role of proxy advisers and their influence on investor voting behaviour is warranted.

Is risk the ‘new black’?: The new ASX Corporate Governance Principles and Recommendations

The ASX Corporate Governance Council has joined other regulators around the globe in adopting a low risk stance to governance and regulation.

Scheming and collateral damage - Why the David Jones deal could fall through

The Woolworths bid for David Jones is a reminder that takeovers and schemes of arrangement can be quite different when it comes to equality of opportunity for shareholders.

Financial planners on notice after Senate report on ASIC

The Senate Economic References Committee’s report into the Performance of ASIC has ramifications for all financial planners and their AFSL holders.

Will your internal compliance pass the ASIC test? Steps to take before the regulator comes knocking

A Senate recommendation that ASIC increase surveillance is a message to AFSL holders to get their internal compliance in order.

Will the Senate Committee report on ASIC’s performance be the trigger for class actions against financial planners?

AFSL holders could find themselves being litigated against for failures in management oversight and internal compliance programs.

ASX Listing Rule amendments - How the ASX’s new “good fame and character” requirement applies to foreign directors

From 1 January 2012, companies seeking a new listing will be required to provide the ASX with criminal and bankruptcy checks to satisfy the ASX’s proposed “good fame and character” requirement.

ASX Listing Rule amendments - Proposed “good fame and character” requirement for directors in listing applications

In late September 2011, ASX announced its intention to amend the Listing Rules to require a company seeking an ASX listing to show that its directors and proposed directors are of good fame and character.

Our Experts

Andrew Lumsden.jpg

Andrew Lumsden

Partner Sydney +61 2 9210 6385
Jack de Flamingh.jpg

Jack de Flamingh

Partner Sydney +61 2 9210 6192
RILEY-SMITHJaclynwebsitegreySIZEDTH.jpg

Jaclyn Riley-Smith

Partner Sydney +61 2 9210 6150
HEATHJaredwebsitegreyFAKESIZEDTH.jpg

Jared Heath

Special Counsel Melbourne +61 3 9672 3545
Jeremy Horwood.jpg

Jeremy Horwood

Partner Brisbane +61 7 3228 9790
RAYSONJuanitawebsitegreySIZEDTH.jpg

Juanita Rayson

Special Counsel Brisbane +61 7 3228 9451
Nick Ellery.jpg

Nicholas Ellery

Partner Perth +61 8 9460 1615
Robert Franklyn.jpg

Robert Franklyn

Partner Perth +61 8 9460 1706
Sandy Mak.jpg

Sandy Mak

Partner Sydney +61 2 9210 6171
Simon Morris.jpg

Simon Morris

Special Counsel Melbourne +61 3 9672 3201
Stephanie Daveson.jpg

Stephanie Daveson

Partner Brisbane + 61 7 3228 9493
PRICEStephenwebsitegreySIZEDTH.jpg

Stephen Price

Partner Sydney +61 2 9210 6236