Relationships, Risk and Remuneration: ASX200 Directors’ practice of the ASX Corporate Governance Council Principles

Abstract

Corporate governance has attracted significant focus both in both Australia and other countries, particularly in light of large corporate collapses over recent decades. With an increase in the focus on corporate governance, many countries have adopted voluntary codes of corporate governance and require corporations to explain deviations from best practice (‘comply or explain’). <br/> The Australian Securities Exchange Corporate Governance Council (ASXCGC) was formed in August 2002, and released a set of best practice governance principles in 2003 containing the ‘if not, why not’ (comply or explain) provision. The best practice principles and recommendations are extensive, with the current (3rd) version containing eight principles and 29 recommendations. However, in spite of over a decade of use, it is not currently understood how company directors make sense of and enact the 29 recommendations. <br/> The effective practice of corporate governance of Australian Securities Exchange (ASX) top 200 companies (ASX200) is critical to the reputation and conduct of wealth and prosperity in the Australian economy. This thesis studies the ways in which ASX200 directors describe the practice of governance against the ASXCGC Principles and Recommendations. It highlights the dominant and the normalised factors for directors in the practice of the principles and recommendations and proposes an interpretative model of practice to assist directors to hone their governance practice. The model could also be useful for future and current company directors, governance practitioners and regulators of listed and unlisted companies in Australia.