Unit 7: Corporate Governance and Securities Law
7.1 Corporate Governance and Securities Governance
The two governance faces (the exam’s frame): corporate governance — the company’s internal direction-and-control system (the board-management-shareholders’ architecture — Company Law’s world, LAW5404, this semester) and securities governance — the market-facing accountability (the disclosure, the listing’s disciplines, the market’s verdict). The two faces’ marriage: the market’s price depends on the company’s governance’s honesty; the governance’s discipline depends on the market’s signals — the listed company lives in both houses (the Cadbury definition’s echo: governance as the direction-and-control system — name only).
7.2 Role of the Board of Directors and the Management in Securities Compliance
The board’s securities-law duties (the exam’s list): the disclosure’s ownership (the board’s responsibility for the financial statements’ truth — the directors’ report’s signature-liability), the internal control’s oversight (the risk-and-audit faces — the internal audit’s-and-the-audit-committee’s architecture), the compliance function’s establishment (the listed-company secretariat, the SEBON-filings’ ownership), the material decisions’ governance (the M&A-and-announcement discipline — the inside information’s handling protocols), the certification faces of the modern regimes (the CEO-CFO certification’s comparative lore). The management’s role: the policies’ execution, the disclosure committee’s operation, the whistle-blower channels — and the personal liability’s shadow (7.4).
7.3 Shareholder Rights under Corporate Governance
The shareholders’ armoury (the listed life’s powers): the voting rights (the AGM’s voice — the resolutions’ classes), the information rights (the accounts’-and-register’s inspection), the dividend rights (the distribution’s claim), the pre-emption faces (the rights issue’s protection — the dilution’s shield), the minority protections (the oppression-and-mismanagement remedies; the derivative action’s possibility — Company Law’s detail, LAW5404’s cross-reference; the class-action’s comparative faces), the takeover protections
This is a preview. The complete Securities Law notes — full unit, Exam Focus box and model questions — are in the PDF / full version. Get the complete notes →