How does your firm work with General Counsel in making sure the board fulfils its duty to monitor?

In Australia we would normally assist General Counsel in developing an effective Corporate Governance framework that would allow the board to manage the business without impacting on business development. This would involve actions such as development of corporate codes of conduct, internal employment policies, and review of the company constitution. We would also make sure to set out the obligations all boards have to shareholders of the company, the Australian Securities and Investments Commission (‘ASIC’), Australian Stock Exchange, (‘ASX’) and any other relevant regulatory bodies. If the company becomes the subject of any ASIC investigations or enquiries, we would assist in internally investigating the matter and also advising the General Counsel as to how they should respond to ASIC.

We would also periodically update the company as to any laws and regulatory changes which may impact on the board’s structure or the operation of the company. We assist in making sure the board is aware of the current developments, to avoid any future breaches.

We provide assistance to General Counsel in making sure they can manage possible conflicts of interests at board level. The board members have a fiduciary duty to act in the best interest of the company, and exercise their powers in a manner that is in the organisation’s interest. We assist General Counsel in making sure they take precautionary measures when decisions are being made by boards in regards to directors and/or the company in general. We advise them to consider circumstances such as; involvement of a board member’s family in decision making, indirect financial interest by the board, and internal corporate culture.