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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 2023
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 Graduate Certificate: 40
Graduate Diploma: 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 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 judgment 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

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.

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.