Corporate Accountability: Meetings and Disclosure

Key subject details

Subject	Corporate Accountability: Meetings and Disclosure
Description	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.
Year of delivery	2024
Award	Graduate Diploma of Applied Corporate Governance and Risk Management
Chartered Governance Institute Qualifying Program	Chartered Secretary
Core/Elective	Core
Australian Qualification Framework (AQF) level	8
Subject credit points	10
Total course credit points	60
Pre-requisites	None
Assumed knowledge	As this is a specialist subject, it has been necessary to presume that you have a certain level of background knowledge about companies and the Corporations Act 2001 (Cth) or have studied the subject Applied Corporate Law or equivalent university studies undertaken by law graduates. If you need to refresh your understanding of existing knowledge, you should read the material provided in the Preliminary Reading, which should be studied before commencing Module 1.
Mode of study	Online
Part-time/Full-time	Part-time over one semester
Teaching weeks	12
Student workload	164 hours comprising: two (2) time-tabled hours per taught week ten (10) personal study hours per taught week twenty (20) personal study hours for exam preparation
Assessment task (Weighting)	Presentation (20%) Assignment (30%) Examination (50%)
Key contacts	Further information to assist you in your studies at Governance Institute can be requested from: education@governanceinstitute.com.au.

Subject aims

This subject has been designed to achieve the following aims:

to provide company secretaries and other governance professionals with a solid platform of knowledge and skills with respect to the key issues involved in secretarial practice
to develop existing knowledge into a contemporary context and bring you up-to-date with respect to the changing laws
to integrate corporate practice and theory and to develop the concepts of compliance, best practice, due diligence and professionalism.

Subject learning outcomes

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
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
Exercise appropriate judgment to advise the board on the expectations of and compliance with regulatory requirements of corporate law and securities exchange rules
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

Indicative content

The subject is divided into 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
Australian Securities and Investments Commission
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 judgment 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 technique

Prescribed texts

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