Overview
The relationship between the board, the executive and shareholders can be complex, particularly when it is recognised that other stakeholders such as regulators, proxy advisers, potential investors and unions can all be involved as well.
Compliance is important but so is board and executive effectiveness.
Proper integration of all components is the key. This means aligning business drivers with individual recognition and reward to promote shareholder return while ensuring appropriate compliance and reporting mechanisms are in place.
We offer a complete board and executive solution, including:
- structuring share and option plans, including employee components
- recruitment, remuneration and employment of board and executive members, including development of performance indicators aligned to business strategy
- service and employment contracts, benefits and tax effectiveness
- corporate governance, reporting and shareholder meeting documentation and procedures
- continuous disclosure, and
- review of board benchmarks, culture of performance and accountability.
Our complete service offering includes:
- superannuation
- tax
- consultancy
- AGM/Governance
- employment, including recruitment, performance, remuneration and termination
- compliance
- share options
- bonus structure
Experience
We provide fully integrated board and executive solutions, including:
Board
- Aligning board strategy and company performance.
- Developing board policies and protocols.
- Advising on structures, plan rules and conditions, and procedures for establishing share and option plans.
- Advising on the choice of fund, notional earnings bases, exclusions for holders of executive visas and the application of maximum contribution bases for multiple directorships.
- Advising on tax effective employee share and option schemes.
- Share buy-backs, capital reductions and reorganisations, and other structural share issues.
Individual
- Relocating executives – nationally and internationally.
- Drafting and negotiating contracts of employment, including incentives, remuneration, bonus arrangements, share options and important post-employment restrictions, such as restraint of trade and confidential information.
- Advising directors on their responsibilities under the Corporations Law.
- Advising on employee loans.
- Advising on directors’ and executives’ indemnities, and directors’ and officers’ insurance.
- Advising on drafting and reviewing superannuation provisions.
- Assisting with salary sacrifice arrangements (superannuation and other benefits).
- Advising on age-related issues concerning superannuation contributions, benefits and preservation for senior executives and directors.
Performance
- Development of remuneration packages including performance related measures and associated rewards.
- Assisting with the appointment and removal of directors and executives, and the benefits associated with office and loss of office.
- Comparison of benefits.
- Managing executive terminations.
Regulators/governance
- Advising on issues of disclosure in relation to executive remuneration and corporate listing requirements.
- Advising on the requirement for, and content of, full and half-year directors’ reports and declarations, and notes to the financial statements.
- Advising on continuous disclosure rules, Australian Securities Exchange (ASX) liaison and investor relations.
- Advising on notices of meetings and meeting procedures.
- Advising on superannuation contributions and benefits.
- Advising on fringe benefits.
- Documenting special arrangements to augment benefits provided through superannuation funds, including defined benefit arrangements.
- Dealing with Australian implications of international pension arrangements.
- Advising on the ‘Simplified Superannuation’ budget reforms, including contribution limits and transitional rules.
- Advising on establishing board committees and preparation of corporate policies.
Working with you
In Australia the relationships between boards of directors, executives and shareholders are becoming ever more complex. This is accentuated when other potential stakeholders such as investors, regulators, proxy advisers and unions are also considered.
We understand clients who face these challenging and often inter-related issues require an integrated solution that is tailored to their needs.
We can work with you to provide a complete solution, covering all the key aspects – whether corporate law, employment law, tax or superannuation.
Our experience with a large number of listed and unlisted companies means that we can advise you beyond just the legal issues. As we are at the cutting edge of corporate governance developments, market practices in Australia and globally, regulatory developments here and overseas and lobby groups’ ’hit list’ issues, we can also help you navigate through these issues.
Accolades
Awards
Legal Guides
- Chambers Global, top tier ranking, 2006, 2007, 2008
- PLC Which Lawyer?, top tier ranking, 2006, 2008
- Asia-Pacific Legal 500, top tier ranking, 2004, 2005, 2006, 2007
- Chambers Global, top tier ranking in Australia for Corporate/M&A, 2005, 2006, 2007, 2008
- Asia-Pacific Legal 500, top tier ranking in Australia for Corporate/M&A, 2004, 2005, 2006, 2007
- PLC Which Lawyer?, top tier ranking in Australia for Corporate/M&A, 2004, 2005, 2006, 2007, 2008
- A number of partners ranked number one in Best Lawyers International edition (2008)
Testimonials
We are recognised as Australia’s premier employee relations practice.
Chambers Global, 2008 recently noted that the group provides ‘up-to-date, strategic and tailored advice’ and our partners are ‘…always looking to craft lateral solutions’.
