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Student Name: Rohini Manikku Thuppahige
Student ID No.: 22740838
Unit Name: Corporate Governance
Unit Code: ACC03043
Tutor’s name: Shasheen Sulthana
Assignment No.: 01
Assignment Title: Memo
Due date: 22/07/18
Date submitted: 22/07/18
I have read and understood the Rules Relating to Awards (Rule 3 Section 18 – Academic Misconduct Including Plagiarism) as contained in the SCU Policy Library. I understand the penalties that apply to plagiarism and agree to be bound by these rules. The work I am submitting electronically is entirely my own work.
(please type your name)
Rohini Manikku Thuppahige
TO: Board of Directors
FROM: Management Consultant
DATE: 19th July 2018.
RE: Essential criteria for the appointment of the non-executive directors to the board
The non-executive directors would not take part in the day to day operations of the company as decided in the case of Jaques v AIG Australia Ltd 2014 VSC 269. Such directors aid in the corporate management of the company by providing the experience and independence in the management, which will aid in the determination of overall policies (Du Plessis, Hargovan and, Bagaric, 2011). Hence, appointing non-executive directors to the board of the listed company is regarded as a good governance practice (Australian Institute of Company Directors, 2018).
As the company is a listed company, it is required to follow the requirements of the Corporations Act, 2001 (Cth). The listed companies are also required to follow the Corporate Governance Principles, pronounced by the ASX Corporate Governance Council (Australian Institute of Company Directors, 2018).
The non-executive directors can be appointed by passing a board resolution in the meeting of the directors and getting it confirmed by the shareholders in the next annual general meeting. The said category of directors can also be appointed by passing a resolution in the general meeting of the shareholders.
The letter of appointment of such category of directors must contain all the duties and responsibilities as laid down by the Corporations Act, 2001 and the corporate governance charter (Australian Institute of Company Directors, 2018). It should also contain the terms of employment and remuneration and the other specific responsibilities as conferred by the shareholders if any.
Australian Institute of Company Directors. (2018) Role of non-executive directors. online Available from: https://aicd.companydirectors.com.au/-/media/cd2/resources/director-resources/director-tools/pdf/05446-1-11-mem-director-tools-bc-non-executive-directors_a4_web.ashx Accessed: 20/07/18.
Corporations Act, 2001 (Cth).
Du Plessis, J. J., Hargovan, A., and Bagaric, M., (2011) Principles of contemporary corporate governance. Port Melbourne: Cambridge University Press.
Jaques v AIG Australia Ltd 2014 VSC 269