LAWS77-729: Principles of Corporate Governance

Corporate Governance and the Duties of Directors is an elective subject in postgraduate programs offered by the Faculty of Law. The subject examines the following topics: a general overview of the current framework of corporate governance in Australia and the role, duties and powers of directors and managers; a specific examination of the major duties of directors and recommendations for change (including the duty to act in good faith in the best interests of the company and for a proper purpose, the duty of care and diligence, the duty to avoid conflict of interest, corporate opportunities and insider trading, those to whom the directors owe their duties, the role of auditors, the power of general meeting to ratify breaches, the insolvent trading provisions, and the role and power of the court to forgive breaches); enforcement by minority shareholders and the ASIC; class actions and litigation funding; the role of Corporate Practices and Conduct, the IFSA guidelines and self-regulation in general; the ASX's Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations; and reform proposals.