Freehills prides itself in providing focused and strategic advice and support to boards, company secretaries and corporate counsel on the broad range of corporate law requirements relating to corporate governance, shareholder communications and market disclosure for listed companies.

We offer a specialised understanding of not only the regulatory issues, but also current corporate practice and trends. By maintaining an extensive and regularly updated precedent bank we ensure an efficient and cost-effective service for clients.

Our services include:

• Annual accounts and corporate disclosures – advising on the requirement for, and content of, full and half-year financial reports, directors’ reports and declarations, and notes to the financial statements.
• Shareholder and Australian Securities Exchange (ASX) communications – advising on continuous disclosure rules, investor/ASX disclosures and ASX liaison.
• Shareholder meeting advice – advising on notices of meetings, regulatory requirements for resolutions, ASX approval of meeting documentation and meeting procedures.
• Executive and employee share and option plans – advising on structures, plan rules and conditions and procedures for establishing schemes.
• Corporate governance – advising on ASX disclosure requirements, establishing board committees and preparation of corporate policies.
• Company constitutions – advising on the preparation and interpretation of company constitutions.
• Senior executives’ and directors’ remuneration issues, including service agreements, retirement agreements, related party transactions and disclosure implications.
• Directors’ and executives’ indemnities and directors’ and officers’ (D&O) insurance.
• Share buy-backs, capital reductions and reorganisations and other structural share and capital management issues.

The two key differentiators of HOAT are:

• the team focuses on the area as a speciality and therefore has a knowledge and experience base which will add value (ie we do not need to ‘get up to speed’ on the issues before we can supplement the level of knowledge that the General Counsel/Company Secretary already has in the area), and
• we are able to advise not only on the legal and regulatory requirements, but also on current corporate practice and trends as well as developing regulatory and corporate policies and reform.

Annual accounts and corporate disclosures

• Annual and half-yearly financial reporting requirements.
• Directors’ reports (including remuneration reports) and related materials.
  Clients: BHP Billiton Limited, Lend Lease Corporation Limited, SP AusNet, Telstra Corporation Limited, WorleyParsons Limited

Shareholder and ASX communications

• Continuous disclosure requirements and procedures.
• Investor/ASX disclosures.
• ASX liaison.
  Clients: Orica Limited, OZ Minerals, Pacific Brands Limited, SP AusNet, Telstra Corporation Limited

Shareholder meeting advice

• Notices of meetings.
• Regulatory requirements for resolutions.
• Meeting procedures generally.
• Facilitating ASX approval of meeting documentation.
  Clients: BHP Billiton Limited, Coles Group Limited, SP AusNet, Symbion Health Limited, Wesfarmers Limited, WorleyParsons Limited

Employee share and option plans

• Structures, plan rules and performance conditions.
• Procedures for establishing schemes. 
• Preparation of offer documents.
  Clients: BHP Billiton Limited, Wesfarmers Limited, Orica Limited, OZ Minerals, Santos Limited

Corporate governance

• ASX disclosure requirements
• Board and corporate secretariat responsibilities and procedures.
• Board committees and board/directors’ performance assessments and reviews.
• Assisting with the preparation and review of corporate policies and charters.
• Director protection deeds.
  Clients: BlueScope Steel Limited, OZ Minerals, Pacific Brands Limited, Perpetual Limited, Santos Limited, SP AusNet, Symbion Health Limited, Telstra Corporation Limited

Company constitutions 

• The preparation and interpretation of company constitutions.
  Clients: Repco Corporation Limited, Santos Limited, Telstra Corporation Limited

Senior executive and director remuneration issues

• Service agreements.
• Retirement agreements.
• Related party transactions.
• Disclosure implications.
  Clients: Adelaide Brighton Limited, BlueScope Steel Limited, Santos Limited, SP AusNet

Director and executive indemnities, and D&O insurance

• Implementation and ongoing maintenance of indemnity and insurance matters.
  Clients: Bendigo Bank Limited, Funtastic Limited

Structural share and capital management issues

• Share buy-backs.
• Capital reductions and reorganisations.
• Dividend reinvestment plans. 
  Clients: BHP Billiton Limited, Centro Properties Group, Santos Limited