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 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.

Governance, social responsibility and the banking sector

Banks in both the developed and undeveloped world remain at the core of financial systems and have the unique ability to write cheques against themselves. In light of the essential culture of credit at the heart of banking operations then the structures of corporate governance should especially reflect the supervision and management of risks and credit. This means that committee and management structures as well as staffing commitments revolve around credit and other risks.