Intent: “Research a specified topic, reading and interpreting cases, journal articles and law reform/policy reports, analysing the effect and operations of these laws and policies on companies and their stakeholders, and using knowledge to report on corporate legal issues in Report format.”
Objective(s): This task addresses the following subject learning objectives: 1 and 3
Due: Assignment is divided into Part 1 and Part 2. (1) Draft of Part 1 of Report to be submitted to your lecturer/tutor in your designated class in Week 7 (week beginning 6th March 2015) for feedback purposes. Draft with feedback will be returned in Week 8 (to be collected from Law Reception). If you do not submit you will not receive feedback. (2) Complete Report is due 6 pm Monday 27th April 2015 (first Monday after the Vice-Chancellor’s week) at Law Reception.
Length: 2,250 words
Task: Discuss the role and functions of directors in the governance of a company in the form of a Report. This will require reading the following Cases, Journal Articles, Reports, the Corporations Act 2001 in order to gain an understanding of the issue of corporate governance.
Your Report is to be drafted in two Parts. Part 1 can be submitted for feedback purposes to your lecturer/tutor in your designated class. Part 1 will be incorporated into the final /completed Report.
Do not consider any other statute unless as specified.
Note: Feedback for Part 1 should be used to rewrite/improve Part 1, inform how you write Part 2 and, both improved Part 1 and Part 2 must be combined into final Report for final submission
Question:
Research, read, and consider the role and functions of directors in the governance of a company. You are asked to prepare a Report with summaries of some of the important documents concerning this topic of corporate governance. Please consider the following as a guide to the content of your Report (word length is given as an approximation and a guide, you can vary from the suggested word length but remember to ensure your Report is on the whole balanced and coherent:
Report:
I. Introduction (150 words) [note: you should write this last and should not be included in Part 1 for submission as draft for feedback purposes.]
Part 1:
II. The 1990s court’s view on Board structure, positions, functions and duties: Summarise the judgment of the court in AWA Ltd v Daniels (1992) 7 ACSR 759 at pp 865-869 (500 words) especially in relation to the following:
1) What is/are the function(s) of the Board of Directors?
2) What are the roles of Management (distinct from Directors)?
3) What is/are the role/duties/function of a Managing Director/CEO?
4) What is/are the role/duties/function of the Chair of the Board of Directors?
Part 2:
III. The 2000s court’s view on the role/duties/function of the Chair of the Board of Directors: Summarise ASIC v Rich [2003] NSWSC 85 at paras [51]-[72] (250 words).
IV. The 2010s view on the role and functions of directors in the governance of a company: Summarise CAMAC, Guidance for directors – Report April 2010, Ch 1 (500 words) especially in relation to the following:
1) What are the responsibilities of directors?
2) What is best practice board structure?
3) What are the demands and expectations placed on directors?
4) What is the relationship of directors with management?
5) What do we understand by board effectiveness?
6) What in general are the legal duties and obligations demanded of directors and what are the potential dangers of these legal duties obligations?
7) To whom are the directors accountable?
V. The allocation of responsibilities between the board of directors and senior management in board charters by companies listed on the Australian Securities Exchange (ASX): Summarise R Grayson Morison and I Ramsay, “Responsibilities of the Board of Directors” (2014) 32 Company and Securities Law Journal 69 (250 words).
VI. Reflections on Board structure, positions, functions and duties of directors in the governance of a company, and the differences (if any) over time from the 1990s to 2010s based on your research and reading and critical analyses (600 words).
Further information: The assignment requires independent thinking, evaluation and critical analysis. You will be assessed on the originality of your discussion and analysis. Merely paraphrasing or summarising existing authors on these issues will not lead to high marks.
To achieve good marks, students will need to show evidence of their analysis and evaluation of the problem. You must not simply provide long regurgitation of judgments, facts or sections. These do not show evidence of your own independent thinking at a post graduate level.