Principles of contemporary corporate governance

Aims at providing a concise presentation of key topics and emerging themes in corporate governance. The text provide both law and business students, as well as practitioners of law and management, with an easy to follow explanation and analysis of key corporate governance principles.

The role of internal audit in corporate governance and management

This research report is based on a study undertaken in Australia, and aims to evaluate the role of internal audit in corporate governance and management. It identifies the accountability structures and objectives of internal audit, considers the nature of internal audit functions and the extent of application of The Institute of Internal Auditors Standards of Professional Practice, reviews the relationships of the chief audit executives (CAEs) and assesses the nature of financial report risks and other issues covered by internal auditors. The research findings include a diversity of accountability structures for CAEs and a range of internal audit activities, with the application of the IIA Standards being in need of improvement. In conclusion, the researchers make recommendations for improvements in practice to be considered by The Institute of Internal Auditors and other regulating and governing bodies.

Management attitudes to corporate governance issues : evidence from Sri Lanka

This study investigates the attitudes of senior managers in Sri Lankan firms to governance issues using a countrywide cross-sectional survey. Respondents from 64 public firms provide information on manager's attitudes to internal control procedures: (1) producing misleading financial reports, (2) providing faulty investment advice, (3) permitting insider-trading, and (4) providing inaccurate advertising. We establish if these attitudes vary with 5 firm-specific factors: industry group, international exposure of firms, size, whether the firm was listed or not, and whether the firm had a written code of ethics. Employing ordinal logistic regression techniques, the results demonstrate significant variation by respondents within different types of firms. Specifically there was little variation to these issues when respondents were classified by industry, with most variation when classified by international involvement. Respondents from firms with significant international exposures were strongly opposed to most practices, while respondents from firms with written codes of ethics were strongly opposed to the production of misleading reports and insider-trading. Interestingly respondents from listed firms were most opposed to insider-trading, while smaller firms were more opposed to misleading advertising than respondents from larger firms. The results have important implications for the implementation of corporate governance practice.

Ensuring balance in corporate governance : parts 2F.1 and 2F.1A of the Corporations Law

Effective corporate governance must balance the competing, and at times conflicting, objectives of efficient endeavour and accountability. The CLERP amendments to the Corporations Law introduced on 13 March 2000 go a long way towards providing this balance. While the business judgement rule was introduced to promote efficient endeavour, Pts 2F.1 and 2F.1A maintain corporate accountability. This article compares Pts 2F.t and 2F.1A of the Corporations Law. It is argued that, although there are procedural and substantive differences between the two parts that need to be understood by practitioners, the importance of the two Parts is that they work together to provide for a much-needed improvement and enhancement of shareholder rights and remedies, thus upholding accountability in corporate governance.

The association between the investment opportunity set and corporate financing and dividend decisions: some Australian evidence

Summarizes previous research on the investment opportunity set (IOS) using price-based and investment-based proxies and variance measures; and develops hypotheses on the relationship between IOS, debt/equity ratios and dividend policies. Tests them on 1990-1998 data from listed Australian companies and explains the methodology, which builds on Gover and Gover (1993) by including more recent proxy variables. Finds no significant results from low growth firms, although some high growth firms show lower debt/equity ratios and dividends. Questions the robustness of existing IOS proxies in the Australian context and calls for further research.

The implementation of OECD corporate governance principles in post-crisis Asia

The recent OECD Principles on Corporate Governance provide a framework for the convergence of global corporate governance practice. This paper considers the implementation of these global ‘best-practice’ standards of governance as part of the continuing post-economic-crisis reform throughout Asia. These initiatives have explicitly acknowledged that no single model of governance can exist, and instead have focused on those elements apparently common and, therefore, applicable to all countries. Notwithstanding the existence of these elements, this paper investigates the difficulties involved when attempting to implement general rules across countries at different stages of economic and legal development. While implementation will be hindered by obvious cultural disparities, long-term change in practice requires a cultural shift in the philosophical and financial bases of the firm.

A partnership model of corporate ethics

The stock market crash of 1987 had a profound effect on corporate Australia and the Australian community in general. The fall-out revealed that some of our most respected business figures had not been as ethical, or even as lawful, as we would have hoped. This impropriety produced in Australia an awakening to business ethics. Whilst many companies endeavoured to introduce ethical practices into their corporations, they perceived ethics as a way of minimising damage to the corporation and in some cases as a means of competitive advantage. What was lost was the reason that one should embark on business ethics; and that is to make the society and corporate Australia a more ethical place in which to exist.This paper proposes a model based on 2 factors: commitment and partnerships, as a means of enabling corporate Australia to refocus attention on the main purpose of being inherently ethical in all that we do. This ethical model requires a commitment to partnerships with all stakeholders both internal and external in an attempt to enhance the level of ethical business practices that are contemplated and pursued within corporate Australia. Whilst the research agenda and the information collected is Australian-based, it is hoped that the ideas contained within this paper will have a wider appeal to corporations in similar cultural settings.

Corporate liability for workplace deaths and injuries-reflecting on Victoria's laws in the light of the Esso Longford explosion

The purpose of this article is to consider some different legal models for the liability of corporations for the deaths and serious injuries of their employees, with particular emphasis on the law in Victoria.

Two recent developments in Victoria prompt this consideration. First, on 30 July 2001, the Victorian Supreme Court handed down its sentencing decision in the case arising from the explosion on 25 September 1998 at the Longford gas plant operated by Esso Australia Pty Ltd. The decision marked the end of the formal public consideration of a devastating event in Victorian industrial history, which began with the Royal Commission set up on 20 October 1998 to investigate the causes of an explosion in which two workers died and eight others were injured. Second, in early 2002, the Victorian Government failed in its attempt to introduce new criminal offences for corporate employers whose employees are killed or seriously injured at work. In spite of their failure to be passed by the Legislative Council in Victoria, these proposals warrant consideration. They represent a growing trend by policy makers in attempting to address more effectively the question of the liability for deaths and serious injuries of workers to employers who operate through the corporate form.

Corporate citizenship in Australia : some ups, some downs

Issues of corporate citizenship and corporate social responsibility, and more recently triple-bottom-line thinking, have been gradually climbing higher on the agenda of corporate Australia in the last couple of years. This paper reports on the results of a major survey of corporate citizenship of the top corporates in Australia recently completed by the Corporate Citizenship Research Unit, Deakin University. The most significant finding was that, while there is a great deal of understanding of, and aspirations towards, effective corporate citizenship in corporate Australia, there is a general lack of fit between wanting to do it and actually doing it so that it is seen to be core business.