Brown and Gogens 2009 Introduction AWB Ltd Corporate governance success factor Australian Wheat Board Corporate governance success factor Appointment Board appointment and cessation Capable director Board appointment and cessation Casual vacancy Board appointment and cessation - Appointment Endorsed directors of ASX 200 Board appointment and cessation - Appointment De-staggering Board appointment and cessation Kiel, Nicholson, Tunny and Beck Board appointment and cessation - de-staggering Departure Board appointment and cessation APRA - Australia Prudential Regulation Authority Board appointment and cessation Removal Board appointment and cessation Two strike rule - shareholders spillthe whole board Board appointment and cessation Corporation Act 2001 (Cwlth) Board appointment and cessation KMP - Key management personnel Two strike rule AASB 124 Related party disclosures Two strike rule Wilkens 2013 Two strike rule Disqualification Board appointment and cessation Civil wrong disqualification Ethics of disqualification Board appointment and cessation Diversity - Fairness and performance Board appointment and cessation Board diversity Board appointment and cessation Equal opportunity for Women in the Workplace Act 1999 Board diversity CAMAC - Corporations and Markets Advisory Committee Board diversity Malaysian Code on Corporate Governance Board diversity Securities commision Malaysia 2012 Board diversity Old boy club of male director Board diversity Credit suisse Board diversity Curtis 2012 Board diversity Adopting diversity Board appointment and cessation National Australia bank (NAB) Adopting diversity AICD 2010 Adopting diversity Remuneration and performance Understanding the debate Remuneration and performance Rio Tino Understanding the debate Du Plessis 2012 Understanding the debate Narev sihnal end to CBA's pay freeze Understanding the debate Internation debate about remuneration levels and fairness Wage gap Internation debate about remuneration levels and fairness M. Goyal 2012 Internation debate about remuneration levels and fairness Payment for past and future performance Internation debate about remuneration levels and fairness Non- Executive directors Payment for past and future performance Executive directors and other senior executives Payment for past and future performance Performance based remuneration Payment for past and future performance Fixed portion Performance based remuneration At-risk portion Performance based remuneration Flat annual salaries Performance based remuneration Superannuation Performance based remuneration Early resignation from executive responsibilities Performance based remuneration Disclosure, transparency and remuneration Fee cap to non-executive directors Disclosure, transparency and remuneration Productivity Commision 2009. P245 Disclosure, transparency and remuneration Dodd-Frank Act - US Disclosure, transparency and remuneration Tightening rules regarding remuneration- Aus illustration So-calledd golden handshakes Tightening rules regarding remuneration- Aus illustration Oz Minerals Tightening rules regarding remuneration- Aus illustration Remuneration, risk and the GFC GFC lession Remuneration, risk and the GFC G20 Nations Remuneration, risk and the GFC John chambers - Cisco sytems Remuneration, risk and the GFC BHP Biliton Remuneration, risk and the GFC Operational issues Employees generally Operational issues Occupational health and safety Operational issues Fair pay and working conditions Buoyant economy Fair pay and working conditions Family and leave entitlement Family and leave entitlement Parental leave (maternity/paternity) Family and leave entitlement Annual leave Family and leave entitlement Ethics obligations - Employee governance Sastisfying the objectives of the OECD principle Ethics obligations - Employee governance Nike Ethics obligations - Employee governance WRC and Walmart Ethics obligations - Employee governance Pike River Coal Mine Ethics obligations - Employee governance Trade and labor unions Go-slow Trade and labor unions Work to rules Trade and labor unions Strikes Trade and labor unions Audit and related regulation Enron (52m of fee) Audit and related regulation Centro case (Harper 2012) & PwC Audit and related regulation Impact of the legal system on the corporation Legal system Impact of the legal system on the corporation Predictable outcomes Legal system Community-wide law Legal system The economy and legal system Fair competition The economy and legal system Open Financial markets The economy and legal system Right of individual (consumer) The economy and legal system Proof, penalties and redress - Criminal and civil Laws leading to criminal penalties Proof, penalties and redress - Criminal and civil Criminal liabilities (an offence) + Civil liabilitiesLaws leading to criminal penalties criminal intent Laws leading to criminal penalties Proof beyond reasonable doubt Laws leading to criminal penalties Cartel conduct - AU Laws leading to criminal penalties Anti-trust law - US Laws leading to criminal penalties Law with Civil outcomes and civil penalties Proof based on the balance of profitabilities Law with Civil outcomes and civil penalties pecuniary penalties Law with Civil outcomes and civil penalties Steve William Vizard Law with Civil outcomes and civil penalties Telstra Law with Civil outcomes and civil penalties Redress compared with penalties Cartel conduct - AU Redress compared with penalties Competition and protecting markets for goods and service Efficency -based price Competitio and protecting markets for goods and service Monopoly Competitio and protecting markets for goods and service Workable competition Relevant market Workable competition Outboard Marine Australia Pty Ltd Workable competition Hecar Investment No 6 Pty Ltd Workable competition Bowen C. J., Fisher J., and Fitzgerald Workable competition Competition and stakeholders Self-defeating endeavour Competition and stakeholders National Boardband network (NBN) Competition and stakeholders International competition legislation and regulator Competition and stakeholders Regulating anti-competitive conduct Abuse of market price Regulating anti-competitive conduct purpose of disadvantanging weaker organization Abuse of market price Treaty on functioning of the European Union Abuse of market price Eur-Lex 2012 Abuse of market price Predatory pricing Abuse of market price ACCC Abuse of market price Cabcharge Abuse of market price Intel fined 1.06 Abuse of market price Merge and acquisitions Metcash trading Merge and acquisitions Agreements between competitors Cartel conduct Collusion behaviour Cartel conduct Visy Industry Holding Pty Ltd Cartel conduct Amcor Ltd Cartel conduct Output restrictions Cartel conduct Allocating customers,supplier or terriories Cartel conduct Bid-rigging Cartel conduct Price-fixing Cartel conduct Parrallel pricing and price-following Cartel conduct Midland Brick case Cartel conduct International airline pricing cartel Cartel conduct Consumer protection in Hong Kong, Malaysia, Japan caveat emptor to consumer protection Laboratoy tested Misleading conduct and presentation Hornsby Building Information Center (HIBC) Misleading conduct and presentation SBIC Misleading conduct and presentation Apple - I pad 4G Misleading conduct and presentation Puffery Misleading conduct and presentation Exaggeration Puffery Superatives and comparatives Puffery Unconsinable conduct Parol evidence rules Unconsinable conduct Amadio (1983) and Commercial bank of AU Unconsinable conduct The corparation and financial market Roles of market The corparation and financial market Hanseng/Dow/FTSE/Shanghai composite Roles of market Sales of shares Roles of market Purchase of shares Roles of market Information and media David Jones (also market manipulation) Information and media Rating agencies Information and media Protection financial market Insider trading Chinese wall Insider trading Inside information Insider trading Tipping Insider trading Efficency of market Insider trading Investor confidence Insider trading Calvin Zhu - Insider trading Insider trading Market manipulation Principles relating to market mannipulation Market manipulation working definition Market manipulation Churning Market manipulation Pools Market manipulation Runs Market manipulation Guiness beer Runs Funderaising document Market manipulation Internet discussion board Sophisticated investor Funderaising document John Hartman Funderaising document Bribery Facilitation payment Bribery Royal Dutch Sheel - bribery Bribery Rogue trading Hubris Rogue trading Baring bank (Nick Leeson) Rogue trading Ponzi schemes earlier investor Ponzi schemes Later investor Ponzi schemes Phoenix company Dun and Bradstreet Phoenix company Representation Outsider model Representation Oppression remedy Representation Right (individual shareholder) Representation The representational role of institutional investor institutional shareholder's committee The representational role of institutional investor Statement of principle The representational role of institutional investor CalPERS The representational role of institutional investor Psendo-market regulator The representational role of institutional investor Self-appointed arbiters The representational role of institutional investor New backs Murdock depite The representational role of institutional investor Expanding ethics The representational role of institutional investor Nokia The representational role of institutional investor HSBC The representational role of institutional investor Olympus corporation The representational role of institutional investor Page 4.3 4.4 4.4 4.4 4.5 4.5 4.5 4.5 4.5 4.6 4.6 4.6 4.6 4.6 4.6 4.7 4.7 4.7 4.8 4.9 4.9 4.10 4.10 4.10 4.10 4.10 4.10 4.10 4.11 4.11 4.11 4.11 4.12 4.12 4.12 4.13 4.13 4.13 4.14 4.14 4.14 4.15 4.15 4.15 4.15 4.15 4.15 4.15 4.15 4.16 4.16 4.16 4.16 4.17 4.17 4.17 4.17 4.18 4.18 4.18 4.19 4.19 4.20 4.20 4.21 4.21 4.21 4.21 4.21 4.21 4.22 4.22 4.23 4.23 4.24 4.24 4.24 4.24 4.24 4.24 4.25 4.26 4.27 4.27 4.27 4.27 4.28 4.28 4.28 4.28 4.29 criminal intent: dong co 4.29 Anti-trust law = competion law (US) 4.29 4.29 4.29 4.29 4.29 4.30 4.30 4.30 4.30 4.30 4.31 4.32 + 4.35 4.32 4.32 4.32 4.33 4.33 4.33 4.33 4.33 4.33 4.33 4.34 4.35 4.35 4.35 4.35 4.36 4.36 4.36 4.36 4.37 4.37 4.38 4.38 4.38 4.38 4.38 4.39 4.39 4.39 4.39 4.40 4.40 4.40 4.40 4.41 4.53 4.54 4.54 4.54 4.54 4.55 4.55 4.56 4.56 4.56 4.57 4.59 4.59 4.59 4.59 4.59 4.60 4.60/4.66 4.61 4.62 4.63 4.63 4.63 4.63 4.64 4.64 4.65 4.66 4.66 4.67 4.68 4.68 4.68 4.68 4.59 4.68 4.69 4.69 4.71 4.71 4.72 4.72 4.73 4.73 4.73 4.73 4.73 4.73 4.74 4.74 4.75 4.75 4.75 4.76 4.76 4.67 4.77 4.77 4.77 4.78 4.79 4.79 4.79 4.79 AASB 124 Related party disclosures Abuse of market price ACCC Adopting diversity Agreements between competitors AICD 2010 Allocating customers,supplier or terriories Amadio (1983) and Commercial bank of AU Amcor Ltd Annual leave Anti-trust law - US Apple - I pad 4G Appointment APRA - Australia Prudential Regulation Authority At-risk portion Audit and related regulation Australian Wheat Board AWB Ltd Balancing act Baring bank (Nick Leeson) BHP Biliton Bid-rigging Board diversity Bowen C. J., Fisher J., and Fitzgerald Bribery Brown and Gogens 2009 Buoyant economy Cabcharge CalPERS Calvin Zhu - Insider trading CAMAC - Corporations and Markets Advisory Committee Capable director Cartel conduct Cartel conduct - AU Cartel conduct - AU Casual vacancy Centro case (Harper 2012) & PwC Chinese wall Churning Civil wrong Collusion behaviour Community-wide law Competition and protecting markets for goods and service Competition and stakeholders Consumer protection in Hong Kong, Malaysia, Japan Corporation Act 2001 (Cwlth) Credit suisse criminal intent Criminal liabilities (an offence) + Civil liabilities Curtis 2012 David Jones (also market manipulation) Departure De-staggering Disclosure, transparency and remuneration Disqualification Diversity - Fairness and performance Dodd-Frank Act - US Du Plessis 2012 Dun and Bradstreet earlier investor Early resignation from executive responsibilities Efficency -based price Efficency of market Employees generally Endorsed directors of ASX 200 Enron (52m of fee) Equal opportunity for Women in the Workplace Act 1999 Ethics obligations - Employee governance Ethics of disqualification Eur-Lex 2012 Exaggeration Executive directors and other senior executives Expanding ethics Facilitation payment Fair competition Fair pay and working conditions Family and leave entitlement Fee cap to non-executive directors Fixed portion Flat annual salaries Funderaising document G20 Nations GFC lession Go-slow Guiness beer Hanseng/Dow/FTSE/Shanghai composite Hecar Investment No 6 Pty Ltd Hornsby Building Information Center (HIBC) HSBC Hubris Impact of the legal system on the corporation Information and media Inside information Insider trading institutional shareholder's committee Intel fined 1.06 Internation debate about remuneration levels and fairness International airline pricing cartel International competition legislation and regulator Internet discussion board Investor confidence John chambers - Cisco sytems John Hartman Kiel, Nicholson, Tunny and Beck KMP - Key management personnel Laboratoy tested Later investor Law with Civil outcomes and civil penalties Laws leading to criminal penalties Legal system M. Goyal 2012 Malaysian Code on Corporate Governance Market manipulation Merge and acquisitions Metcash trading Midland Brick case Monopoly Narev sihnal end to CBA's pay freeze National Australia bank (NAB) National Boardband network (NBN) New backs Murdock depite Nike Nokia Non- Executive directors Occupational health and safety Old boy club of male director Olympus corporation Open Financial markets Operational issues Oppression remedy Outboard Marine Australia Pty Ltd Output restrictions Outsider model Oz Minerals Parental leave (maternity/paternity) Parol evidence rules Parrallel pricing and price-following Payment for past and future performance pecuniary penalties Performance based remuneration Phoenix company Pike River Coal Mine Ponzi schemes Pools Predatory pricing Predictable outcomes Price-fixing Principles relating to market mannipulation Productivity Commision 2009. P245 Proof based on the balance of profitabilities Proof beyond reasonable doubt Proof, penalties and redress - Criminal and civil Protection financial market Psendo-market regulator Puffery Purchase of shares purpose of disadvantanging weaker organization Rating agencies Redress compared with penalties Regulating anti-competitive conduct Relevant market Removal Remuneration and performance Remuneration, risk and the GFC Representation Right (individual shareholder) Right of individual (consumer) Rio Tino Rogue trading Roles of market Royal Dutch Sheel - bribery Runs Sales of shares Sastisfying the objectives of the OECD principle SBIC Securities commision Malaysia 2012 Self-appointed arbiters Self-defeating endeavour So-calledd golden handshakes Sophisticated investor Statement of principle Steve William Vizard Strikes Superannuation Superatives and comparatives Telstra The corparation and financial market The economy and legal system The representational role of institutional investor Tightening rules regarding remuneration- Aus illustration Tipping Trade and labor unions Treaty on functioning of the European Union Two strike rule - shareholders spillthe whole board Unconsinable conduct Understanding the debate Visy Industry Holding Pty Ltd Wage gap Wilkens 2013 Work to rules Workable competition working definition WRC and Walmart Two strike rule 4.7 Regulating anti-competitive conduct 4.35 Abuse of market price 4.36 Board appointment and cessation 4.11 4.38 Adopting diversity 4.12 Cartel conduct 4.39 Unconsinable conduct 4.57 Cartel conduct 4.39 Family and leave entitlement 4.21 Laws leading to criminal penalties 4.29 Misleading conduct and presentation 4.54 Board appointment and cessation 4.5 Board appointment and cessation 4.6 Performance based remuneration 4.15 4.24 Corporate governance success factor 4.4 Corporate governance success factor 4.4 Introduction 4.3 Rogue trading 4.73 Remuneration, risk and the GFC 4.19 Cartel conduct 4.40 Board appointment and cessation 4.10 Workable competition 4.33 4.71 Introduction 4.4 Fair pay and working conditions 4.21 Abuse of market price 4.37 The representational role of institutional investor 4.77 Insider trading 4.65 Board diversity 4.10 Board appointment and cessation 4.5 4.38 Laws leading to criminal penalties 4.29 Redress compared with penalties 4.32 + 4.35 Board appointment and cessation - Appointment 4.5 Audit and related regulation 4.26 Insider trading 4.63 Market manipulation 4.68 disqualification 4.9 Cartel conduct 4.38 Legal system 4.27 4.32 4.33 caveat emptor to consumer protection 4.53 Board appointment and cessation 4.6 Board diversity 4.11 Laws leading to criminal penalties 4.29 Laws leading to criminal penalties 4.29 Board diversity 4.11 Information and media 4.60/4.66 Board appointment and cessation 4.6 Board appointment and cessation 4.5 4.16 Board appointment and cessation 4.8 Board appointment and cessation 4.10 Disclosure, transparency and remuneration 4.17 Understanding the debate 4.13 Phoenix company 4.74 Ponzi schemes 4.73 Performance based remuneration 4.16 Competitio and protecting markets for goods and service 4.32 Insider trading 4.64 Operational issues 4.20 Board appointment and cessation - Appointment 4.5 Audit and related regulation 4.25 Board diversity 4.10 4.22 Board appointment and cessation 4.9 Abuse of market price 4.36 Puffery 4.55 Payment for past and future performance 4.15 The representational role of institutional investor 4.79 Bribery 4.71 The economy and legal system 4.28 4.21 Family and leave entitlement 4.21 Disclosure, transparency and remuneration 4.16 Performance based remuneration 4.15 Performance based remuneration 4.15 Market manipulation 4.59 Remuneration, risk and the GFC 4.18 Remuneration, risk and the GFC 4.18 Trade and labor unions 4.24 Runs 4.68 Roles of market 4.59 Workable competition 4.33 Misleading conduct and presentation 4.54 The representational role of institutional investor 4.79 Rogue trading 4.73 4.27 4.60 Insider trading 4.63 4.63 The representational role of institutional investor 4.76 Abuse of market price 4.37 4.14 Cartel conduct 4.41 Competition and stakeholders 4.35 4.68 Insider trading 4.64 Remuneration, risk and the GFC 4.19 Funderaising document 4.69 Board appointment and cessation - de-staggering 4.6 Two strike rule 4.7 Misleading conduct and presentation 4.54 Ponzi schemes 4.73 4.30 Proof, penalties and redress - Criminal and civil 4.29 Impact of the legal system on the corporation 4.27 Internation debate about remuneration levels and fairness 4.14 Board diversity 4.10 4.66 4.38 Merge and acquisitions 4.38 Cartel conduct 4.40 Competitio and protecting markets for goods and service 4.32 Understanding the debate 4.13 Adopting diversity 4.11 Competition and stakeholders 4.34 The representational role of institutional investor 4.78 Ethics obligations - Employee governance 4.23 The representational role of institutional investor 4.79 Payment for past and future performance 4.15 Operational issues 4.21 Board diversity 4.10 The representational role of institutional investor 4.79 The economy and legal system 4.28 4.20 Representation 4.75 Workable competition 4.33 Cartel conduct 4.39 Representation 4.75 Tightening rules regarding remuneration- Aus illustration 4.17 Family and leave entitlement 4.21 Unconsinable conduct 4.56 Cartel conduct 4.40 Internation debate about remuneration levels and fairness 4.15 Law with Civil outcomes and civil penalties 4.30 Payment for past and future performance 4.15 4.73 Ethics obligations - Employee governance 4.24 4.73 Market manipulation 4.68 Abuse of market price 4.36 Legal system 4.27 Cartel conduct 4.40 Market manipulation 4.66 Disclosure, transparency and remuneration 4.16 Law with Civil outcomes and civil penalties 4.30 Laws leading to criminal penalties 4.29 4.29 4.62 The representational role of institutional investor 4.77 Misleading conduct and presentation 4.55 Roles of market 4.59 Abuse of market price 4.35 Information and media 4.61 4.31 4.35 Workable competition 4.33 Board appointment and cessation 4.6 4.12 4.18 4.74 Representation 4.75 The economy and legal system 4.28 Understanding the debate 4.13 4.72 The corparation and financial market 4.59 Bribery 4.72 Market manipulation 4.68 Roles of market 4.59 Ethics obligations - Employee governance 4.22 Misleading conduct and presentation 4.54 Board diversity 4.10 The representational role of institutional investor 4.77 Competition and stakeholders 4.33 Tightening rules regarding remuneration- Aus illustration 4.17 Funderaising document 4.69 The representational role of institutional investor 4.67 Law with Civil outcomes and civil penalties 4.30 Trade and labor unions 4.24 Performance based remuneration 4.15 Puffery 4.56 Law with Civil outcomes and civil penalties 4.30 4.59 4.28 4.76 4.17 Insider trading 4.63 4.24 Abuse of market price 4.36 Board appointment and cessation 4.6 4.56 Remuneration and performance 4.12 Cartel conduct 4.39 Internation debate about remuneration levels and fairness 4.14 Two strike rule 4.7 Trade and labor unions 4.24 4.33 Market manipulation 4.67 Ethics obligations - Employee governance 4.23