Head Office & Governance

Our experienced Head Office & Governance team regularly publishes articles and updates - the full list of publications appears below. If you'd like to be notified when we add new Head Office & Governance publications to the site, please go to our subscription page to sign up for email alerts or, alternatively, you can subscribe to our RSS feed.

Read about our track record in Head Office & Governance.

Head Office & Governance Publications

  • Linklaters Insights: Pay and incentives - what's in store for 2014?

    21 February 2014

    2013 saw many changes for executive pay and share incentives, and 2014 is likely to be just the same. Our alliance partner Linklaters has put together a summary of what you can expect over the next 12 months.

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  • Focus: Government abandons some not-for-profit sector tax reforms

    3 February 2014

    The Federal Government has announced that it will proceed with only one of the backlog of 'announced but unlegislated' reforms to the taxation of charities and other not-for-profit entities proposed by previous governments. Special Counsel Glenys Hodges and Lawyer Scott Lang report on the fate of the reforms.

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  • Focus: Statutory definition of 'Charity' still to commence 1 January 2014

    23 December 2013

    The Federal Government has announced its intention to repeal legislation that introduces a statutory definition of 'charity' for the purposes of Commonwealth legislation. However, a Bill recently introduced to delay the commencement of the legislation failed to pass the Senate before Parliament rose for 2013, so the statutory definition will still commence on 1 January 2014. If and when the Government will be able to achieve its intention to repeal the legislation is currently unknown. Special Counsel Glenys Hodges and Lawyer Scott Lang report on the legislation, and the impact it will have on charities and prospective charities.

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  • Client Update: Proposed new employee incentive scheme relief

    22 November 2013

    In response to changing market practices and growing uncertainty, ASIC has released a consultation paper and draft regulatory guide that propose broadening the current class order relief associated with employee incentive schemes. Partner Richard Spurio and Senior Associate Georgie Korman report.

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  • Client Update: Proposed changes to the ASX Corporate Governance Principles and Recommendations

    4 October 2013

    In September 2013, the ASX held a public roadshow to discuss the changes proposed in the draft 3rd edition of the ASX Corporate Governance Principles and Recommendations. While the ASX noted that the 3rd edition does not propose any substantial changes to the eight core governance principles, Partner Cameron Price and Senior Associate Hannah Biggins discuss a number of important proposed changes to the recommendations against which listed entities will be required to report after they take effect.

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  • Linklaters Insights: UK Corporate Update

    5 July 2013

    In the latest UK Corporate Update, our Linklaters alliance partners look at: the European Council to examine proposals to widen non-financial disclosure requirements of large companies and groups to include country-by-country reporting; the EU Commission reaches agreement on Transparency Directive amendments; dematerialisation of shares; and an AGM mid-season review.

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  • Linklaters Insights: Financial Crime Update

    3 July 2013

    The importance of separating the investigation and prosecution of anti-corruption and criminal offences from the enforcement of other administrative procedures is emphasised in this month's Financial Crime Update.

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  • Client Update: Final version of Guidance Note 8 - continuous disclosure

    20 March 2013

    ASX has released the final version of its revised Guidance Note 8, following consultation on the draft released late last year. Although the final version is not hugely different from the initial draft, there are some important changes which have been made following the consultation process. Partner Guy Alexander looks at the key changes that will come into operation on 1 May.

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  • Linklaters Insights: Withdrawal of benefit upon a breach of a settlement agreement

    14 March 2013

    The High Court of England & Wales recently confirmed that where an employer and employee had signed a compromise agreement to oversee the employee's departure, the employer was entitled to withhold a conditional benefit where the employee breached the conditions of the agreement.

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  • Linklaters Insights: UK Corporate Update

    13 March 2013

    Our global alliance partner Linklaters has published its more recent UK Corporate Update.

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  • Linklaters Insights: The Matrix: An overview of corporate governance

    12 March 2013

    To help busy clients to track current corporate governance developments more easily, our global alliance partner Linklaters has identified the main recent and pending developments affecting UK listed companies.

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  • Linklaters Insights: Directors' Remuneration Report Guide for 2012 reporting year

    7 March 2013

    Our global alliance partner Linklaters has compiled an updated Directors' Remuneration Report Guide for the 2012-13 reporting season.

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  • Focus: Clawback and other remuneration issues

    18 December 2012

    Recently, the Federal Government released an exposure draft of proposed amendments to the Corporations Act covering the clawback of executive remuneration, disclosures in remuneration reports and other matters, including amending the dividend test. Partner Paul Quinn reports.

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  • Linklaters Insights: European proposals to increase number of women on boards

    28 November 2012

    The European Commission has announced its proposals for improving gender balance in Europe's board rooms, with a target of 40 per cent of non-executives by 2020.

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  • Focus: Not-for-profit reform - new regulator and update on the agenda

    20 November 2012

    Legislation to establish a national regulator to oversee not-for-profit entities in Australia has been passed by both Houses of Parliament. Special Counsel Glenys Hodges reports on the new regulator, and provides an update on the progress of other aspects of the Commonwealth Government's not-for-profit reform agenda.

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  • Client Update: ASX's revision of guidance on continuous disclosure

    18 October 2012

    The Australian Securities Exchange has released for consultation its long-awaited proposed rewrite of Guidance Note 8, its guidance on continuous disclosure obligations of listed entities. Partner Guy Alexander and Senior Associate Robert Speed provide an overview of the key issues.

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  • Focus: Fortescue 'binding agreements' announcements were not misleading

    3 October 2012

    In a decision handed down yesterday, the High Court unanimously held that Fortescue Metals Group Ltd's announcements to the ASX and media in 2004 stating it had reached 'binding agreements' with Chinese State-owned entities to build infrastructure in the Pilbara were not misleading despite the 'agreements' being substantially incomplete and not being legally enforceable in Australia. Partners Richard Harris, Jeremy Low, Senior Associate Andrew Byrne and Lawyer Alice Dillon comment on the decision and its implications for listed companies and directors.

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  • Allens AGM survey: the results

    6 August 2012

    Earlier this year, we asked our clients to complete a survey on the relevance of the annual general meeting (AGM) in its current form.

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  • Client Update: Chair's ability to vote proxies on a remuneration report

    28 June 2012

    Ahead of the 2012 AGM season, the Federal Government has fast-tracked amending legislation to enable, in certain circumstances, the chair of a listed company's AGM to vote undirected proxies on the adoption of the company's remuneration report. Partner Andrew Knox and Senior Associate Alexandra Rayner provide an update

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  • Focus: Reform of governance of Commonwealth bodies

    18 April 2012

    The latest development in the Commonwealth Financial Accountability Review, the release of the discussion paper entitled Is Less More? - Towards Better Commonwealth Performance, canvasses a range of proposals that could have far-reaching consequences for the governance of Commonwealth bodies and those who deal with them. Partner Ian McGill and Senior Associate Simon Lewis report

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  • Focus: ASIC seeks better disclosure in remuneration reports

    2 March 2012

    The Australian Securities and Investments Commission has released the results of its review of remuneration reports for the last financial year. Partner Vijay Cugati and Senior Associate Kate Towey outline ASIC's views and discuss the key issues that companies that have received a first strike need to consider in anticipation of the 2012 annual general meeting

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  • Focus: New guidance on disclosing non-IFRS financial information

    22 December 2011

    To promote the proper disclosure of financial information that is not prepared according to accounting standards, and to assist directors and others not to mislead investors and other users of financial information, the Australian Securities and Investments Commission has issued guidance on its use and presentation. Partner Robert Pick and Senior Associate Jonathan Teo report on the impact of this on financial reporting

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  • Focus: Government business enterprises governance reforms

    15 November 2011

    The Federal Government has released an updated version of the Governance Arrangements for Commonwealth Government Business Enterprises that better reflect contemporary developments in corporate governance policy in the oversight of Government Business Enterprises. Partner Ian McGill, Senior Associate Simon Lewis and Lawyer Maryann Muggleston consider the Government's new approach

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  • Client Update: Chairman voting undirected proxies on remuneration report

    28 September 2011

    Amending legislation that has been introduced to resolve an anomaly that generally prevents the Chairman of a listed company's AGM from voting undirected proxies on the adoption of the company's remuneration report may not be implemented before the end of the current reporting season. Law Graduate Bridget Little and Partner Greg Bosmans provide an update

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  • Focus: New national not-for-profit regulator proposed

    28 July 2011

    The Federal Department of Treasury has recommended the establishment of a national regulator to oversee all not-for-profit entities, which are currently subject to an array of complex regulatory burdens imposed by the overlap of federal, state and territory government legislation in this area. Partner Greg Bosmans, Lawyer Robert Merriam and Vacation Clerk Krista McMeeken report

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  • Focus: Securency arrests and the UK Bribery Act

    8 July 2011

    The recent arrests of former executives of Securency on foreign bribery charges on 1 July 2011, coinciding with the commencement of the tough new UK Bribery Act, have implications for Australian companies and their management. Partner Matthew Skinner and Senior Associate Tim Robinson report

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  • Focus: 'Two-strikes' rule part of executive remuneration shake-up

    29 June 2011

    New legislation introducing a 'two-strikes' rule and making substantial changes to procedures associated with executive remuneration, board limits and determination of proxy votes has come into force. Partner Robert Pick, Senior Associate Kate Towey and Lawyer Sean Cole look at the key issues in-house counsel need to be aware of when advising boards and senior management of the changes

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  • Focus: The Centro decision and the approval of financial statements

    29 June 2011

    This week's Federal Court decision in relation to ASIC's case against Centro's directors demonstrates how demanding a director's duties in approving financial statements are. In order to meet those demands, Boards may seek to change the ways in which financial information is presented to them and how they review it. Partners Matthew McLennan, John Morgan and Jeremy Low and Senior Associate Simon Lewis report

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  • Focus: Updated guidance on related party transactions

    21 April 2011

    The Australian Securities & Investments Commission has released an updated regulatory guide on governance and disclosure obligations with respect to related party transactions. Partner Jeremy Low and Lawyer Sean Cole take a look at what this means for public companies and responsible entities who are determining whether to seek member approval for related party transactions, and the impact the guidance will have on market practice for the disclosure of related party arrangements in disclosure documents

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  • Focus: UK Bribery Act to take effect

    18 April 2011

    The UK Bribery Act, which introduces sweeping reforms to laws against foreign bribery, with implications for Australian companies that operate in the UK, will now come into effect on 1 July 2011, and guidelines on what will constitute 'adequate procedures' to prevent bribery have been released. Partner Matthew Skinner and Senior Associate Tim Robinson report.

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  • Focus: UN Guiding Principles for Business and Human Rights

    6 April 2011

    Recently, the United Nations Special Representative for business and human rights released the final text of the Guiding Principles for Business and Human Rights. Senior Associate Rachel Nicolson and Lawyer Jess O'Brien look at the Principles and their implications for business

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  • Focus: Fortescue appeal decision confirms high continuous disclosure standards

    25 February 2011

    The Full Federal Court recently handed down its appeal decision overturning the trial judge, and finding that Fortescue Metals Group misled the market and failed to comply with its continuous disclosure obligations in connection with announcements to the ASX and the media in 2004. Partner Richard Harris, Senior Associate Andrew Byrne and Lawyer Rima Hor comment on the implications for listed companies and their directors and officers

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  • Focus: Rearmed sheriff in town

    8 December 2010

    Recent legislation gives the Australian Securities and Investments Commission broad new search powers, enables the Australian Federal Police to intercept communications when investigating suspected insider trading and market manipulation, and provides for substantially increased penalties for market manipulation offences. Partner Matthew McLennan, Lawyer Tom Randall and Law Graduate Sikeli Ratu report

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  • Focus: Securities trading policies to become mandatory

    4 November 2010

    The Australian Securities Exchange will amend the Listing Rules so that all ASX-listed entities will be required to make public their securities trading policy for their key management personnel. Partner Warwick Painter and Senior Associate Matt Ireland report on the mandatory requirements of the new Listing Rules, and highlight some potential issues for listed entities to consider ahead of the effective date of 1 January 2011

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  • Focus: Legal professional privilege - in-house counsel and the 'independence' test

    6 October 2010

    A recent Federal Court decision throws further light on the increasingly vexed question of whether in-house lawyers are sufficiently 'independent' from their employer to satisfy the requirements of legal professional privilege. Importantly, the decision adds support to the proposition that the decision in Rich v Harrington may have overstated the degree of independence necessary. Partner Richard Harris and Senior Associate Stephanie Wee consider the implications of the decision

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  • Focus: In-house lawyers and legal professional privilege: the European view continues

    15 September 2010

    A recent European Court of Justice decision1 has found that legal professional privilege does not apply to communications between a company and its in-house lawyers because in-house lawyers lack the necessary degree of independence. Partners Richard Harris and Paul Nicols and Law Graduate Thomas Prince report

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  • Client Update: New ASX operating rules and re-branding

    3 September 2010

    The role of supervising financial markets has been transferred from ASX Limited to the Australian Securities and Investments Commission and, as a result, ASX Limited has undertaken a re-branding of the operating rules and various entities associated with it. Partner Warwick Painter, Lawyer Jonathan Lee and Law Graduate Rola Lin report

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  • Focus: Changes to the dividend payment rules

    21 June 2010

    The Federal Government recently announced changes to the law relating to the payment of dividends by Australian companies. The changes represent a fundamental modification of the rules on the payment of dividends, and indirectly the capital maintenance provisions of the Corporations Act 2001 (Cth). Partner Guy Alexander, Senior Associate Robert Speed and Lawyer Jonathan Lee report on the corporate law aspects, while Partner Larry Magid and Senior Associate Rory O'Brien report on the tax issues

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  • Focus: Federal Government's response to executive remuneration inquiry

    30 April 2010

    The Federal Government has released its response to the Productivity Commission's inquiry into executive remuneration in Australia. Partner Paul Quinn reports

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  • Focus: Productivity Commission's Final Report on executive remuneration in Australia

    20 January 2010

    In the midst of the traditional new year holiday period, the Federal Government released the Productivity Commission's final report on executive remuneration in Australia. Allens Executive Partner Paul Quinn and Lawyer Ben Ferguson summarise the findings of the Productivity Commission and analyse its recommendations on the reporting of executive remuneration

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  • Focus: UK report on business and human rights

    14 January 2010

    A major United Kingdom Parliamentary Committee report on business and human rights in the UK recommends that the UK Government develop a clear set of standards that UK businesses would be expected to meet in order to comply with their responsibility to respect human rights. Partner Annette Hughes, Senior Associate Rachel Nicolson and Lawyer Catie Shavin look at the report, which also calls on the UK to provide leadership on international business and human rights issues

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  • Focus: New guidance on US shareholder resolutions

    11 December 2009

    The US Securities and Exchange Commission has just released new guidance on shareholder proposals that relate to ordinary business matters but also focus on significant social policy issues. This guidance indicates that it will no longer be possible to exclude such proposals on the basis that they require a company to engage in an assessment of the risks and liabilities that it may face as a result of its operations. Partner Annette Hughes, Senior Associate Rachel Nicolson and Lawyer Catie Shavin review the guidance, which has been issued in time for the 2010 proxy season

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  • Focus: Guidance for directors on duty to prevent insolvent trading

    25 November 2009

    Guidance to help directors understand and comply with their duty to prevent insolvent trading is contained in a new Australian Securities and Investments Commission consultation paper released yesterday. Partner Michael Quinlan and Lawyer Catherine Zahra report.

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  • Client Update: Legislating accountability - the 'Golden Handshake' Bill

    29 June 2009

    The Federal Government has reintroduced the Corporations Amendment (Improving Accountability on Termination Payments) Bill 2009 following a process of public consultation in response to widespread opposition to the Bill in its original form. Partner Peter Arthur looks at the key points of the legislation.

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  • Focus: APRA releases draft executive remuneration guidelines

    2 June 2009

    Last week, the Australian Prudential Regulation Authority released proposed extensions of its prudential standards to cover remuneration, and a draft prudential practice guide on remuneration policies for financial institutions. Allens Executive Partner Paul Quinn looks at the new guidelines

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  • Focus: Productivity Commission reports on not-for-profit sector

    12 May 2009

    Allens' Head of Pro Bono and Community Programs Nicky Friedman, Partner Niranjan Arasaratnam and Paralegal Tim Leung look at a recent issues paper by the Productivity Commission that highlights some of the matters inhibiting the efficiency and effectiveness of the not-for-profit sector.

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  • Focus: Executive remuneration - 'Golden Handshake' Bill released

    11 May 2009

    The Federal Government has released a draft of new laws regulating executive termination payments for public consultation. The Corporations Amendment (Improving Accountability on Termination Payments) Bill 2009 places strict caps on termination or 'golden handshake' payments to directors and executives, and clarifies the types of payments that will form part of a termination benefit. Executive Partner Paul Quinn and Senior Associate Lisa Keohane report

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  • Focus: Tax implications of proposed executive remuneration reforms

    9 April 2009

    Amid the global recession and significant negative public sentiment against excessive executive remuneration practices, the Federal Government has mandated the Productivity Commission to examine Australia's framework for executive remuneration, including the tax treatment of equity based remuneration. In addition, the Government has proposed reforms to significantly broaden the circumstances in which shareholder approval of executive termination payments is required. Partner Sarah Bernhardt and Senior Associate Gaibrielle Germanos examine the taxation aspects of the reform proposals

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  • Focus: Executive remuneration - new caps on termination payments announced

    19 March 2009

    In our recent Focus: Executive remuneration - to regulate or not to regulate?, we reported on developments in the regulation of executive remuneration in Australia and around the world. The Federal Government yesterday made two key announcements which seek to clarify some of the questions that have been raised about their approach to this area. Executive Partner Paul Quinn and Lawyer Ben Ferguson report

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  • Client Update: Singapore reviews its corporate regulatory environment

    18 March 2009

    Consistent with the Singapore Government's commitment to the evolution of a corporate regulatory framework responsive to market innovation and developments in other jurisdictions, the Ministry of Finance has convened a steering committee to review the Companies Act. Senior Associates, Ian Stewart and Krista Bowie, provide a brief overview of some of the key areas targeted for review and, possibly, amendment in the coming months

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