Services

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Directors must respond to an ever-increasing range of corporate governance issues, whilst guiding their organisation to achieve its objectives. Robust corporate governance supports better decision-making and business performance.
 

Whether a listed company, established or a new start-up, the Australian Securities Exchange (ASX) Corporate Governance Council’s Corporate Governance Principles and Recommendations, has become the benchmark against which the corporate governance practices are measured by investors and other stakeholders.

We undertake board and board committee evaluations that identify areas of strength and weakness in skills, behaviours, board meeting effectiveness, board reporting, board composition, stakeholder engagement, risk and strategy.

Assist with development of board support tools including board documents, policies and processes that underpin a robust corporate governance framework of risk management, strategy formulation, monitoring and assurance.

Is your corporate governance meeting your corporate objectives?

Boardroom Governance can support you with:

• An independent review of your existing corporate governance practices.
• Implementing a successful corporate governance framework.
• Benchmark and improve current corporate governance frameworks against better practice
• Designing an effective corporate governance framework to ready the business for a future listing on the ASX.
• Developing Board and Committee charters, policies, procedures, code of conduct, and protocols to support the organisations’ corporate governance framework.
• Guidance on Directors’ duties and responsibilities.
• Management of conflicts of interest and establishing nominee director protocols.
• Advice on ASX continuous disclosure obligations and training.
• Responses to ASX queries and ASIC notices.
• Providing Board and management corporate governance training.

A board performance evaluation, if done correctly, provides a vital tool for directors to strengthen board effectiveness. It provides an opportunity for boards to review its skills and experience; its composition and processes; and its activities and behaviours.

Boardroom Governance can support you with a Board Performance Evaluation:

We tailor our Board Performance Evaluation solution to each organisation's unique values and objectives.  Applying our balanced approach with expertise in culture, leadership, and governance, we can help boards achieve the highest standards of governance and performance.

A properly conducted Board Performance Evaluation can contribute significantly to performance improvements on three levels: Organisation-Whole of Board-Individual Directors

Our unique approach to Board evaluations provides an assessment of governance, leadership and cultural factors, that includes leadership style assessments to deliver improved understanding of individuals, pairs and team interactions. Our approach also includes providing board members, the board and executives, feedback on how they interact and strengths and opportunities for improvement.

• Leadership assessments - provides information related to the individual’s leadership style and preferences.
• Team assessments – detail the team dynamics, the team's strengths and development areas, and how individuals adjust their behaviours in the existing board environment. It includes guidance on how the Board can improve its effectiveness. 
• Pair assessment – identifies how individuals interact with one another, including potential areas of misalignment and suggestions to improve communication and collaboration. This assessment is ideal for assessing the working relationship between the Chairman and the CEO.

Access our best-practice comprehensive board evaluation services for:

• The Board 
• The Committees 
• The Chairman 
• Individual Directors (self and peer evaluations) 
• Skills assessment and skills matrix
• Identifying key measures for board success

The Company Secretary role is vital and increasingly, one that requires professional skills and experience that can provide expert support and advise the board and management team. 

We are experienced in helping both public and private companies manage their compliance, corporate governance and secretarial responsibilities across a broad range of industries.

We also work with in-house company secretaries, CFO’s and legal counsel to ensure you have the support you need.

Our team of experienced Company Secretaries can provide services to ensure compliance with the ASX Listing Rules, Corporations Act and associated legislation in a practical, pro-active and commercially aware manner.

Experience and a strong understanding of the legal and regulatory framework that applies to your organisation is critical. A failure of this function can result in costly fines and diminishing corporate reputation.

Out team can also support companies undergoing major change such as restructuring, takeover, new share issues and entitlement offers, and buybacks utilise our Company Secretariat services during these periods.

We work closely clients to provide a Company Secretariat service, tailored to an individual client’s needs.

Boardroom Governance can support your Comany Secretariat needs with:

• Providing company secretary and or director services.
• Supporting in-house teams and external advisors during period of major change, takeovers, buy-backs and new share offers.
• Attending and preparing minutes of board, committee and shareholder meetings. 
• Preparing board agendas and papers.
• Drafting ASX announcements and shareholder communications.
• Maintaining company statutory registers, lodgements and filings.
• Acting as local agent for Australian registered foreign entities.

Businesses operate in a highly regulated environment and must comply with the requirements of the Corporations Act, the Competition and Consumer Act, and the Anti Bribery and Corruption, Money Laundering, and Modern Slavery, regulations.
 

If listed, or intending to list on the ASX, the company must also comply with the ASX Listing Rules and Corporate Governance Principles and Recommendations.

We have the ability to undertake tailored board training around risk, strategy and governance matters to assist boards to meet their fiduciary responsibilities.

Boardroom Governance can support your compliance obligations with:

• Independent review of the effectiveness of internal controls, code of conduct, policies and compliance.
• Independent review of corporate governance practices and compliance with ASX’s Corporate Governance Principles. 
• Review of statutory records and compliance systems.
• Implementing compliance framework, systems, policies and procedures.
• Idependent review of compliance and internal audit processes
• Improving board reporting systems and reporting schedules.
• Reservation of company and business names.
• Registration (incorporation) of new companies and deregistration of companies.

Some of the most important considerations facing IPO candidates relate to market regulations. At the outset companies must understand the complexities of corporate governance and regulations.

Boardroom Governance can support your IPO and ASX Listing with:

• Acting as project manager to the prospectus preparation and ASX listing.
• Assisting with planning and timetabling of the IPO process.
• Assisting with the formality of appointment and engagement of directors, advisors, share registry, independent accountants, other independent experts to the prospectus and service providers.
• Development of a corporate governance framework and supporting documents to comply with ASX Corporate Governance Principles.
• Acting as contact point for all stakeholders including financial, legal and technical advisers, share registry, designers, printers, website providers, ASIC and ASX.
• Assisting with the various IPO compliance requirements including police and credit reference checks, notification to ASIC of appointment of any new directors, equity issues and other general compliance issues.
• Assisting with the due diligence process and documentation including attending due diligence committee meetings, and recording minutes of meetings.
• Coordinating and assisting with the design, typesetting, printing and despatch of the prospectus documents.
• Preparation of the application to ASX for admission to its Official List and quotation of securities and filing the lodgement of the prospectus and other required documentation with ASX and ASIC.

Organisations are required by law to prepare and lodge regular reports with the regulators as well as report on changes to other company related information. Failure to do so on time can result in costly fines.

Boardroom Governance can support your reporting obligations with:

• Implementing a compliance framework to support internal and external obligations.
• Preparing annual corporate governance statements, and content for financial statutory reports.
• Developing reporting processes, procedures and checklists.
• Ensuring changes are notified to the regulators.
• Overseeing shareholder annual reporting and communications.
• Producing reports and documentation, including annual reports and shareholder reports.

Shareholder meetings generally, and the AGM in particular, retain valid and important roles in sound corporate governance practice.  They can also be a stressful and demanding time for directors and executives.

Boardroom Governance can support with the preparation, notification and conduct of your meeting, including:

• Drafting the notice of meeting, explanatory memorandum and accompanying pre-meeting information, proxy form and any other required documentation.
• Assisting the Chairman at the meeting.
• Liaising with external service providers.
• Liaising with ASX and ASIC and share registrar before, during and after the meeting.
• Monitoring proxy voting.
• Drafting announcements to the market.
• Preparing minutes of the meeting, resolutions, and associated documents.
• Filing of meeting results and outcomes.

With regard to the growing focus of global institutional investors on the potential environmental and social externalities associated with company operations, Boardroom Governance assists with the drafting of corporate sustainability reporting.

Our team has a deep understanding of the latest Global Reporting Initiative (GRI) Standard and we continuously inform our clients as to the shifting environmental and social sensitivities that guide voting decisions of global investors. 

Boardroom Governance can support your ESG requirements with:

• Preparing an ESG report.
• Developing and implementing ESG policies and practices.
• Insight into institutional investors ESG requirements.

Boardroom Governance can support you with:

• Cuture reviews
• Developing Policies, Standards and Codes of Conduct.
• Review of Polices and internal controls.
• Whistleblower Policies and investigations and training.
• Remuneration and incentive plans.
• Securities trading.
• D&O and Deeds of Access, Indemnity and Insurance.