Corporate Accountability: Meetings and Disclosure

This subject is designed for the corporate sector and provides a highly practical review of key issues relating to company secretarial practice and the rules of company meetings and their application with particular reference to ASX Listing Rules and governance principles. It also builds upon the subject Applied Corporate Law or equivalent university studies undertaken by law graduates.

Learning outcomes

  1. Understand the role of the corporate secretary and the differing responsibilities of the corporate secretary, the board, management, shareholders, auditors and other stakeholders under corporate law
  2. Recognise the nature and principles of the corporate’s regulatory requirements of company law and securities exchange rules and the practical requirements of ensuring compliance
  3. Exercise appropriate judgement to advise the board on the expectations of and compliance with regulatory requirements of corporate law and securities exchange rules
  4. Understand the legal requirements and corporate governance objectives of company meetings and be able to effect the corporate secretarial role in conducting meetings that comply with these requirements and objectives.

Modules

The subject begins with preliminary reading then comprises the following 12 modules:

Preliminary reading

  • The Corporations Act 2001 (CA) and Corporations Regulations (CR)
  • Types and classes of companies      
  • Membership of a company
  • The company constitution
  • Division of power within companies
  • The sources of information on law, regulation and administrative best practice

Module 1: Operating context and governance framework

  • The company secretary
  • The company secretary and regulators
  • ASIC
  • The company secretary and the ATO
  • The company secretary and ASX
  • The company secretary and APRA
  • The company secretary and the ACCC
  • The company secretary and other regulators
  • Standards and guidelines

Module 2: Role of the company secretary or governance professional

  • Board of directors
  • The company secretary as agent of the company
  • The duties of officers

Module 3: Records and reporting

  • Books
  • Minutes
  • Financial reporting
  • Audit
  • Remuneration committee
  • Company statement — Extract of Particulars
  • Execution of documents

Module 4: Managing knowledge and information

  • Intellectual property
  • Information, data and technology as a corporate asset
  • Technological change and innovation
  • Internet website applications and management
  • Data protection legislation
  • Confidentiality

Module 5: ASX and listing

  • Overview of ASX
  • Listing on ASX
  • Prerequisites for admission to the official list
  • ASX Listed Securities

Module 6: ASX market integrity and corporate governance

  • Market integrity
  • Continuous disclosure
  • Corporate governance
  • Mandatory requirements
  • Important ongoing requirements
  • Other Listing Rules

Module 7: Membership and share capital

  • Types and function of shares
  • The issue and allotment of shares
  • Register of members
  • Transfer of shares
  • Share capital issues

Module 8: Principles of meetings

  • Members’ and directors’ meetings
  • Form of meetings
  • The role and structure of company meetings
  • Meetings under the Corporations Act 2001 (Cth)
  • Specific meeting requirements for listed companies
  • The chair
  • The company secretary

Module 9: Directors’ meetings

  • Framework of meetings
  • Directors’ meetings
  • Convening directors’ meetings
  • Agenda
  • Procedural issues
  • Board committees
  • Disclosure of interests
  • Related party transactions
  • Care and diligence and the business judgement rule
  • Insolvency
  • Directors’ meetings versus public sector meetings

Module 10: Convening general meetings

  • Annual general meetings
  • Convening general meetings
  • Proxies
  • Direct voting

Module 11: Conducting annual general meetings and other meetings        

  • Motions and resolutions
  • Rules of debate
  • Preparation for an AGM
  • Quorum
  • Adjournment of a general meeting
  • Voting
  • General and statutory validation of irregularities
  • Class meetings
  • Meetings under external administration
  • Meetings — Managed investment schemes

Module 12: Review and exam preparation

  • Preview
  • Examination preparation and techniques

Required texts

Lang A, 2015, Horsley’s Meetings: Procedure, Law and Practice, 7th ed, LexisNexis.

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