Corporate governance in Australia and New Zealand / John Hynes Farrar.

South Melbourne : Oxford University Press, 2001.

22442

Corporate governance -- Australia.

Corporate governance -- New Zealand.

Directors of corporations -- Australia.

Directors of corporations -- New Zealand.

Corporation law -- Australia.

Corporation law -- New Zealand.

Part 1. General concepts: 1. The Concept of corporate governance

2. A Brief thematic history of corporate governance

3. The Concept of the corporation

4. The Concept of corporate control and its relevance

5. The Corporation as legal actor: questions of risk, authority and liability

Part 2. The Legal core: 6. Division of power between the board of directors and the general meeting

7. Meetings

8. The Legal role of the board of directors and delegation and reliance

9. Definition of director and officer: appointment, retirement and removal of directors

10. Duties of directors and officers: overview

11. The Basic duties to act in good faith and for a proper purpose

12. The Duty to avoid self-dealing

13. Duties of care and business judgment

14. Directors' duties and corporate governance in troubled companies

15. Shareholder rights and duties

16. Excusing directors

17. Holding directors accountable: remedies of the company

18. Holding directors accountable: minority shareholder remedies

19. The Role of the auditor and audit committee in corporate governance

20. The Australian Securities and Investments Commission, the statutory penalty regime and disqualification of directors in Australia and New Zealand

21. Use and abuse of corporate groups

22. Insider trading

23. Investigation of serious fraud

Part 3. The Self-regulation penumbra and other contemporary issues in corporate governance: 24. Key relationships: chairperson, managing director/CEO, company secretary and the board

25. Determining the appropriate roles of the board and management

26. The Role of institutional investors in corporate governance

27. Systems of self-regulation

28. Current issues in corporate governance of listed public companies

29. Corporate governance in small and medium-sized enterprises

30. Corporate governance in not-for-profits

31. Coporate governance in corporatised enterprises

32. Business ethics

33. Comparative corporate governance systems: an overview

34. Globalisation, the new financial architecture and effective corporate governance

Appendices: 1. Corporate Practices and Conduct

2. IFSA guidelines

3. Institute of Directors in New Zealand (Inc) Code of Proper Practice for Directors

4. OECD Principles of Corporate Governance

5. The Caux Round Table Principles for Business.

Includes index.

0195513142

xxvi, 524 p.