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Good Practice Guide: corporate governance
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ASX principles of  good corporate governance and best practice recommendations

The Australian Stock Exchange (ASX) has issued guidelines that provide an overview of corporate governance in Australia, a description of the ten key principles for good corporate governance and best practice recommendations for public companies.

ASX guidance notes

The ASX (Australian Stock Exchange) provides rules, guidance notes and waivers for listed companies. These guidance notes provide assistance to companies in day-to-day considerations for listing requirements.

Board audit committee performance assessment – a sample guide

The ASX principles of good corporate governance indicate that the BAC (board audit committee) should undertake self-assessment. This takes the form of a number of assertions that can be rated by BAC members in order to facilitate assessment, either by the BAC or the board, of the effectiveness of the BAC.

Charters and terms of reference for the board and its committees

It is good governance practice to have a formal charter in place. This guide examines the reasons for a formal charter, what a charter should address, and how it is typically used by company boards. 

Detailed terms of reference board audit committee meeting agenda

Corporate governance obligations require the BAC (board audit committee) to consider a large range of risk management, internal control and financial reporting matters. The attached procedure aligns the BAC agenda with the terms of reference, enabling the BAC to plan coverage of necessary areas over the annual meeting schedule. 

Audit committee work program and self-assessment guide

Under ASX corporate governance guidelines, the BAC (board audit committee) should undertake self-assessment. The example demonstrates how a self-assessment checklist can be aligned with the BAC charter and requirements under the ASX good governance guide. By following this format, the BAC can get feedback from management and the board, and identify follow-up steps to ensure continuous improvement.

Overseeing the work of the internal audit function

The board is expected to understand and take responsibility for ensuring the audit function is being used properly and fully. This investigation, which is usually the role of the BAC (board audit committee), will include investigating the adequacy, qualifications and abilities of internal audit staff. This guide provides insights on how the BAC can make this assessment.

Management representation – how reliable is your certification support process?

How reliable is your certification support process? This reference leads you to a series of questions pertaining to benchmarking, scope, personnel and evidence supporting the reliability of the certification of financial statements. 

Decision rights and delegated authorities

The board establishes reserve powers for its own function and delegates authority to management for decisions beyond this level. Clarity of decision rights is important for the efficient and effective functioning of the business. The attached template provides an example of how delegated authorities can be clarified.

Code of business conduct and ethics questionnaire

Maintaining appropriate ethical standards underpins an effective corporate governance framework. This code of business conduct and ethics questionnaire can be used as an annual feedback and reinforcement mechanism to confirm ethical standards within an organisation.

Company secretary survival guide for public unlisted companies

The company secretary is regarded as the chief administrative officer of a company. The incumbent can greatly enhance the effectiveness of the board of directors through the conduct of board meetings. The role  also  has  legal responsibilities under the Corporations Act and it is important that the holder of this position is aware of the significant duties and responsibilities that attach to or are generally associated with that office.  The guide set out below intends to provide an overview of secretarial duties and functions for the  assistance of company secretaries.

 

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Page last updated: Wednesday, 23 April 2008
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