Public Sector Governance

Minter Ellison has a leading and well established practice in the area of corporate governance for government owned or controlled entities and statutory authorities. Recognising this dynamic and challenging environment, Minter Ellison has an established corporate governance practice, which is dedicated to working strategically in partnership with our government corporatised entities, their executive management and their Boards to facilitate the efficient and effective management of compliance and risk in their business.

Our national Corporate HQ Advisory Group is led by leading legal expert in this area, Robert Austin, author of Ford's Principles of Corporations Law (with IM Ramsay); Company Directors: Principles of Law & Corporate Governance (with Ford and Ramsay) Annotations to the Corporations Act (with AJ Black).

Minter Ellison provides specialist advice to government agencies, statutory authorities and companies on corporate governance regimes and compliance with the Corporations Act 2001 (Cth) and Commonwealth and State corporate governance legislation applying to statutory authorities and government owned companies. Our lawyers regularly advise on the specific accountability legislation relevant to government at all levels, including the Financial Management and Accountability Act 1997, the Commonwealth Authorities and Companies Act 1997 and state based legislation.

We have extensive experience in advising government clients on the establishment of legal entities to meet their business outcomes. We are able to advise on legal structuring options in the context of the policy and legislative framework of government, drafting constitutions and funding agreements, governance arrangements, the establishment of corporate governance frameworks and protocols and advising on compliance with the Corporations Act and the CAC Act.

Minter Ellison's Corporate HQ Advisory Group offers comprehensive governance, compliance and risk reviews of existing corporate governance arrangements, tailored to the specific compliance obligations of each government client, and a suite of compliance services, documentation and training to provide a basis for improved governance and compliance performance in the future.

Our governance materials and services include: the design and development of compliance programs; the preparation of policies and manuals; the drafting and review of delegations; training programs for the executive management and Boards; online training tools; briefings to the executive management and Boards on recent issues in governance for government; and, access to thought leadership forums.

The depth of our expertise is demonstrated in our publication 'Directors of Commonwealth Authorities and Companies - Legal Duties and Liabilities'.

9 May 2012

ASIC has successfully appealed to the High Court of Australia against the judgment of the Court of Appeal of New South Wales in the James Hardie litigation. In the result, the trial judge's decision that the non-executive directors and general counsel/company secretary breached their duty of care and diligence has been restored.

The decision in ASIC v Hellicar [2012] HCA 17 is important in three ways, concerning:

  • the implications for directors' duties of restoring the judgment at first instance;
  • clarification of the importance of accurate minutes of board meetings; and
  • the High Court's observations on whether ASIC, as the prosecutor of civil penalty proceedings, has a special duty of fairness.

The High Court's contemporaneous judgment in Shafron v ASIC [2012] HCA 18 provides clarification on the scope of a company officer's position.

View our comprehensive report on the High Court's decision of the James Hardie case.