Corporate governance rules

Corporate governance rules define the internal management framework of companies, regulating relationships between the company, its members, and officers. This guidance note provides expert insight into the statutory foundations and practical implications of these rules, essential for practitioners advising on compliance and governance structures.

Topics Covered

• Constitution and replaceable rules
• Role of the board of directors and company secretary
• Role of shareholders
• Record keeping and financial reporting
• Directors’ and officers’ duties
• Corporations law - Deed of accession to shareholders’ agreement

Essential Insights

• Assess the interplay between replaceable rules, company constitutions, and shareholders agreements for governance clarity.
• Understand the statutory contract nature of governance rules and the limits on enforcement rights by members.
• Recognise critical procedural requirements and potential restrictions when modifying or repealing company constitutions.
• Consider the impact of ASIC lodgment obligations and compliance deadlines following constitutional amendments.
• Evaluate how shareholder agreements may alter or override constitutional provisions, affecting control and decision-making.
• Identify when corporate governance rules cease to bind former members and implications for ongoing rights.