Resource Centre
-
Good Governance Guide — Relationships with external auditors
It is good governance for the audit committee, or the board if no audit committee exists, of entities to ensure there are effective policies and procedures in place to monitor the relationship of the company with the external auditors.
Free to members -
Good Governance Guide — Issues to consider in the use of circular resolutions
Circular resolutions are a mechanism that allows directors of a company to pass a resolution without a meeting of directors. They are commonly used for non-contentious and routine resolutions that need to be passed between board meetings. They should not be used for resolutions that require extensive presentations by management or discussion among directors.
Free to members -
Good Governance Guide — Disclosure and communications policy
It is considered good governance for listed entities to develop a disclosure and communications policy which provides guidelines on the appropriate processes for dealing with analysts, shareholders, regulatory authorities, markets, investors and the media. The disclosure and communications policy should also detail how the entity will comply with its continuous disclosure obligations under the Corporations Act and Australian Securities Exchange (ASX) Listing Rules, and ensure that markets are properly informed.
Free to members -
Good Governance Guide — Issues to consider when directors tender apologies or take leave of absence
An apology is non-attendance by a director in relation to a particular board meeting, for example, if the director is taking sick leave or travelling on the day of the meeting. As the director was expected to attend the relevant board meeting, their apology is noted in the minutes of the meeting. In the annual directors’ report, the director would be listed as having missed the relevant meeting (for example, as having attended 11 out of a possible 12 meetings during the year).
Free to members -
Good Governance Guide — The role of the remuneration committee
It is good governance to articulate the role of the remuneration committee in order to develop a charter for the committee, which will set out the role and responsibilities of the committee.
Free to members -
Good Governance Guide — Statement of matters reserved for the board
Listed companies in Australia have clauses in their constitutions that allow the directors broad ability to delegate their collective powers, but not their responsibility, to others. The constitution may specifically provide for the delegation of powers to board committees, the conferral of powers on a managing director; and for broad delegation to any other person. The Corporations Act recognises the appropriate delegation of powers.
Free to members -
Good Governance Guide — Local governments
A local government is governed by the councillors who are elected or appointed to the local government under statute until the next local government election. In effect, a council is akin to a board of directors except that the ‘directors’ are selected on a regular basis by the community and become councillors. This aspect provides some challenges since some councillors may not necessarily possess the requisite skills and expertise of a board member in the normal course of a large commercial business.
Free to members -
Good Governance Guide — Issues to consider when constituting audit and risk committees
The board of directors is charged with oversight of the audit and risk management of the company. While the Australian Securities Exchange (ASX) Listing Rules require all companies on the S&P All Ordinaries Index to have an audit committee, and the Australian Prudential Regulation Authority (APRA) prudential standards require most APRA- regulated companies to have a risk committee, it is good governance for all entities to consider the manner in which audit and risk is managed within their organisation.
Free to members -
Good Governance Guide — Compliance in the public sector
It is good governance for public sector entities and employees to understand their role in the government’s accountability structure and the matters with which they must comply in fulfilling that role.
Free to members -
Good Governance Guide — Who should sit on board committees
Committees exercise the delegated authority of the board to deal with specific matters, which are generally outlined in a charter or terms of reference document. Membership of each committee of the board should reflect the specific responsibilities of the committee.
Free to members -
Good Governance Guide — Director induction packs: content
When a new director is appointed to the board of an entity, it is good governance to include the following items in the induction pack to enable the director to be as fully briefed as possible before attending the first board meeting. This also assists the company secretary to meet the statutory obligations arising from the appointment of the director. Ideally, the material should be discussed with the company secretary.
Free to members