Governance in Action

Forty Years of Director and Officer Penalties in Australia: What the Evidence Really Shows

Australia’s corporate-enforcement system has changed substantially over the four financial decades to 30 June 2026. Civil-enforcement activity and statutory penalty ceilings have increased, and recent cases demonstrate that directors and senior officers can face substantial personal penalties, lengthy disqualification and costs exposure. Yet the available public data does not prove that the underlying rate of serious misconduct has risen—or that higher financial penalties alone deter it. Headline ASIC totals are dominated by penalties imposed on companies, while director-specific research shows that disqualification and imprisonment have historically been central to individual accountability. This article separates what the evidence establishes from what remains uncertain, examines the impact of the 2019 penalty reforms, and identifies the practical lessons for boards, governance professionals and regulators.

07/29/2026

ASX governance principles, take two: a better balance – but important questions remain

ASX’s revised draft fifth edition of the Corporate Governance Principles and Recommendations is a significant improvement on the abandoned 2024 proposal. It preserves the eight-Principle, “if not, why not” framework while reducing prescription and legal duplication. Important questions nevertheless remain about disclosure gaps, proportionality for smaller issuers, assurance expectations, diversity reporting, Appendix 4G and the treatment of artificial intelligence. This article examines the proposed changes and their practical implications for listed-company directors and company secretaries.

07/24/2026

Wearing Too Many Hats: When Combined Roles Become a Governance Risk

Combining the company secretary role with legal, finance, risk, compliance, internal audit or other executive responsibilities can be efficient and commercially sensible. The governance risk arises when one role compromises the purpose, objectivity, authority, capacity or effectiveness of another. This article examines the benefits of combined roles, the legal significance of actual responsibilities, board and chair reporting lines, self-review and assurance risk, segregation of duties, conflicts, client legal privilege, workload and psychosocial hazards, investigation protocols, and key-person dependence. It also provides a practical framework for boards to test whether a multiple-role structure remains fit for purpose and to design safeguards including direct board access, documented boundaries, critical control separations, independent assurance, conflict and recusal arrangements, privilege protocols, adequate resourcing and succession planning.

07/15/2026

Related Articles

Forty Years of Director and Officer Penalties in Australia: What the Evidence Really Shows

ASX governance principles, take two: a better balance – but important questions remain

Wearing Too Many Hats: When Combined Roles Become a Governance Risk