Our Governance and Executive Responsibility group brings together specialist expertise across our areas of practice and industry specialisations to provide practical and accessible whole-of-organisation corporate governance advice. We have a proven track record of assisting organisations of all types with their governance needs.
We work closely with companies as well as their directors, key executives, company secretaries, corporate governance advisors, risk management personnel and other related company officers.
Our practitioners understand the governance issues and the regulatory environment relevant to their areas of practice, including how the regulators work. We advise clients how best to navigate complex governance issues to meet their responsibilities and obligations and avoid executive liability.
We have particular experience working with clients in governance-related crisis management situations where brand protection is of critical concern.
We can assist you in a range of areas, including:
We advise on all aspects of the Australian Financial Services Licensing process. This includes assisting applicants with determining which authorisations they should apply for, the preparation of supporting documents (proofs) which must be submitted to Australian Securities and Investments Commission (ASIC) as part of an Australian Financial Services Licence (AFSL) application, the completion and submission of all of the required documents and forms to ASIC, and liaising with ASIC throughout the application process.
However, in addition to assisting applicants with the application process, we can also assist existing AFSL holders with any variations they may choose to make to their AFSL, the appointment of authorised representatives to act under their licence (including the provision of the relevant authorised representative agreements and advice), ASIC investigations, and the provision of advice concerning compliance with the relevant AFSL regulatory requirements (including the Future of Financial Advice (i.e. FoFA) requirements).
Corporations Act requirements
We provide assistance and advice to our clients on the entire range of Corporations Act requirements including but not limited to financial reporting, disclosure documents, shareholder rights issues, related party transactions, insider trading matters, director appointments and remuneration as well as all other general compliance and procedural matters.
Directors’ and officers’ duties
We advise on the full spectrum of directors’ and officers’ (including company secretaries’) duties including:
- conduct of annual general meetings and board meetings
- preparing and reviewing of communications and disclosures to members, regulatory authorities and the market
- advising in relation to breaches of duty and highly sensitive conflict of interest matters.
In addition, we can undertake company secretarial duties on behalf of our clients including liaising with ASIC in relation to general compliance or investigations. In addition, we can attend board meetings for our clients, either regularly or on and as needed basis, as well as generate, vet and distribute meeting minutes.
Environmental protection laws place responsibilities on individuals and companies to prevent environmental harm and comply with environmental laws. Significant penalties can be imposed on individuals and companies, including those involved in the management of a company where breaches of environmental laws occur. We help our clients to understand the nature and extent of environmental obligations they are subject to and to effectively manage their responsibilities. We also help managers and executive officers to minimise their risk of exposure to liability for environmental offences.
Executive Officer and Manager personal liability
We assist our clients in better understanding the obligations of their officers and senior managers in connection with their duties and obligations under various legislative regimes which impose personal liability on directors, officers and potentially senior managers.
We advise on liability issues holistically with a recognition that our clients have, depending upon their industry, unique obligations that extend beyond those set out in the Corporations Act – including workplace relations and safety, Chain of Responsibility and environmental legislation. To this extent, we can provide guidance on the Personal Liability for Corporate Fault Reform Act 2012 and its implications for your unique circumstances.
Executive remuneration and disclosure
We advise on the terms and the implementation of remuneration structures, including share option schemes, performance rights, bonus and incentive schemes. We assist with drafting the relevant documents, confirming appropriate linkages to employment terms and conditions as well as advising on all corporate regulatory and governance processes required to successfully implement any program. We also advise on all disclosure requirements concerning executive and director remuneration.
Foreign bribery and corruption
Holding Redlich has substantial experience in advising on and acting in anti-bribery and anti-corruption matters. We regularly act for directors and company officers in corporate disputes and prosecutions, fraud, white collar crime, regulatory investigations and large state or federal inquiries and Royal Commissions.
Over the last six years we have been closely involved in the only prosecution brought in Australia under its foreign bribery laws. We have also advised companies, directors and officers in foreign bribery investigations being conducted in or relating to India, Malaysia, Nepal, Solomon Islands, Papua New Guinea and Cambodia.
We can assist clients facing complicated commercial disputes, defending companies, senior executives and employees in prosecutions, enquiries and investigations and have current experience in dealing with investigations and prosecutions brought by:
- The Australian Federal Police (as well as state based police forces)
- The Australian Criminal Intelligence Commission, and
- The Environmental Protection Agency (EPA).
Foreign investment and dealing with FIRB
Our Property and Commercial teams together bring expertise on the Federal Government’s foreign investment regulatory regime and have prepared and managed countless Foreign Investment Review Board (FIRB) applications over the past decade.
We provide FIRB advice both to foreign individuals and entities as well as some of Australia’s largest organisations in circumstances of a joint venture/co-investment.
In addition, our specialist industry expertise in niche areas such as Agribusiness means that our clients benefit from practical FIRB advice at all times relevant to their industry.
We also have contacts at FIRB and regularly attend briefings given by FIRB on legislative and policy changes.
Preparation and review of annual reports
We regularly provide clients with guidance in the preparation of annual reports, in particular, in relation to ensuring compliance with requirements of the Corporations Act and, where applicable, the ASX Listing Rules.
Privacy and data protection
We have extensive experience in advising on the impact of privacy and other related legislation regarding the ability of public and private enterprises to collect and disclose personal and other information. We also advise more broadly on the preparation of document retention policies and data protection.
Our relevant practical experience includes:
- risk management and privacy impact assessments
- compliance - drafting policies and procedures
- reviewing compliance documentation
- data breach harm mitigation, stakeholder management and notification
- reviews of privacy processes
- contract drafting and negotiation to deal with privacy and data issues.
Holding Redlich advises private and public sector clients on probity aspects of large scale strategic infrastructure and procurement projects. We regularly act for owners, contractors and bidders in relation to all aspects of a project ensuring probity best practice at every stage. We have specific expertise in government infrastructure projects, general contractual and legislative advice and the tendering process (at all levels of government), government and private sector capital and services procurement and infrastructure contracts and performance.
We provide probity services to clients in a broad range of sectors including water, public transport infrastructure and information technology. We advise on every aspect of projects and tender processes including drafting reports and methodology documents, as well as tender evaluation, contractual negotiation, legislative advice work and legislative compliance and audit services.
Supply Chain of Responsibility compliance
The Chain of Responsibility laws make every organisation in the logistics supply chain and their executive officers responsible for heavy vehicle safety and compliance and hold each party responsible for the breaches of another, anywhere along the supply chain. We can help you develop and implement a compliance framework and policies that are tailored to the exposure of your business and executive officers, conduct compliance audits, manage incident response and respond to investigations and prosecution.
Work health and safety laws impose significant penalties on companies and individuals who fail to discharge their duty of care. Our lawyers provide advice on how to implement and maintain compliant systems of work and practical steps for officers to demonstrate their personal obligation to exercise due diligence.