Corporate Governance

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Recent governance failures have driven an intense, and growing, focus on corporate culture and accountability, along with a global trend towards greater transparency and more rigorous risk management processes. In this environment, it is critical for companies to maintain the highest standards of governance and risk compliance to allow boards to be confident in their decision making.

We work alongside our clients' boards, management and legal teams, providing tailored advice on legal and regulatory requirements, emerging trends and market best practice, including with respect to domestic and international corporate law and governance frameworks. We have particular expertise working with boards, general counsel, and company secretary and investor relations teams to advise on corporate governance and stakeholder engagement matters.

We advise on directors’ duties and liabilities, board composition and board policies, market disclosure and related procedures and systems, director and senior executive contracts and transitions, remuneration structures and disclosures, including employee share plans and incentive arrangements, annual reports and annual general meetings, shareholder meetings and communications generally and internal capital management initiatives such as buy-backs, capital reductions and dividend reinvestment plans.

Our Head Office Advisory Team is Australia’s largest legal team solely dedicated to corporate governance issues and is the trusted adviser to a significant proportion of the country’s largest companies. This gives us line of sight across the market and ensures we know current practice and can anticipate how stakeholders react. We regularly advise on market disclosure issues, regulatory investigations, significant downgrades and class actions, activist actions by shareholders and CEO transitions.

Our Corporate Governance Advisory Team in the UK is similarly proud to advise the largest number of UK listed companies as main corporate adviser, according to the latest Adviser Rankings Limited law firm adviser rankings. Our team comprises governance specialists that combine technical expertise and practical advice to clients on the full spectrum of governance issues. We have an excellent grasp of best practice and are often called upon to provide judgements based on our specialist knowledge. We work with listed and privately-held companies to provide a full range of governance advice and expertise including on UK listing regime and disclosure issues, corporate reporting requirements, the UK Corporate Governance Code, company meetings and directors' duties.

Remuneration and incentives

ESG, Sustainability and Responsible Business

Recent Experience

Big Issue Invest

Advising, on a pro-bono basis, one of the UK's leading impact investors and social finance providers, Big Issue Invest, which forms part of The Big Issue Group, with a review of its corporate governance arrangements.

Kin and Carta plc

Kin and Carta plc on its accreditation as the first ever certified B Corporation listed on the London Stock Exchange.

Kin + Carta has joined only 16 other publicly traded B Corps globally and is one of 4,000 certified B Corps worldwide.

RECENT MARKET LEADING WORK

Our Australian team has recently advised on the governance and disclosure impacts of COVID-19, numerous companies investigated by ASIC’s Corporate Governance Taskforce, handled the governance, incentives and remuneration aspects of the Wesfarmers / Coles demerger (Australia’s largest demerger), the Healthscope and Propertylink takeovers, Santos’ takeover of Quadrant and defended Bellamy’s Australia in termination benefits litigation brought against them by their former CEO.

Our UK team has regularly advised a number of FTSE 350 companies on the full spectrum of corporate governance issues, including in relation to board changes, company meetings, corporate disclosures and reporting and remuneration and incentives issues. We have particular experience in corporate-governance practices in the financial services sector. We advised the independent reviewers of two of the most high-profile UK reviews into governance practices in the financial services sector, being the Kelly Review (An Independent Review of The Co-operative Bank) and the Salz Review (Review of Barclays' Business Practices).

Market recognition

Tier 1 Corporate Governance Legal 500 UK 2023

2021 Corporate Team of the Year UK (The Lawyer Awards)

2019 Commercial Team of Year Australia (Australian Law Awards)

AUSTRALIAN-LISTED COMPANIES

Our Australian team advises 60% of ASX 20 companies on corporate governance issues and over 30% of ASX 100 companies and has an unparalleled reputation in the area.

We estimate that in 2018-19, we were principal governance adviser to 32 of the ASX100.

UK-LISTED COMPANIES

We are a trusted adviser to listed companies advising more FTSE clients than any other UK or US-headquartered law firms (Adviser Rankings Limited (ARL), February 2023)

Insights and updates

In Corporate Governance

27th March 2023

Corporate Governance snapshot: The EU Corporate Sustainability Reporting Directive & its impact in the UK

Even though the UK is not part of the EU, the EU Corporate Sustainability Reporting...

16th January 2023

Corporate Governance snapshot: Preparing your annual report and AGM notice in 2023

This snapshot summarises the key developments and issues arising over the last 12 months which...

6th June 2022

Corporate Governance snapshot: UK Government response on audit reform

In May 2022, the UK government published the response to its March 2021 consultation paper,...

10th May 2022

Corporate Governance snapshot: New rules on diversity-related disclosures for listed companies

The Financial Conduct Authority (FCA) has published its policy statement and new rules which require...

Our People

Quentin advises ASX-listed companies on corporate governance matters.

Key Services

Corporate

Remuneration and Incentives

Key Sectors

Energy

Mining

+61 2 9322 4470

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Ben is a Partner in our London Corporate Team.

Key Services

Corporate

Mergers and Acquisitions

Key Sectors

Infrastructure

Healthcare

+44 20 7466 2093

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Gareth is a corporate governance specialist, helping listed and private companies navigate the increasingly challenging corporate law and governance framework. He leads the firm's Corporate Governance Advisory Team in the UK.

+44 20 7466 7631

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Priscilla is a partner in the Australian Head Office Advisory team and advises some of Australia’s largest ASX-listed companies.

Key Services

Corporate

Corporate Governance

+61 3 9288 1779

Email

Carolyn is Managing Partner for Corporate and the Regional Head of Practice for Corporate, Australia. In her role she is responsible for leading the strategic direction of the practice across our network of offices.

Key Services

Corporate Governance

Remuneration and Incentives

Key Sectors

Mining

Infrastructure

+61 3 9288 1058

Email