1. Briefing to Academic Board 1 August 2013
UTS BUSINESS SCHOOL

2.  Corporate Governance is the system by which corporations
are directed and controlled.
 UTS Centre for Corporate Governance brings together
researchers from accounting, finance, management and
legal backgrounds.
 The corporate governance structure and processes specify
the distribution of rights and responsibilities among
different participants in the corporation. The aim is to align
as nearly as possible the interests of individuals,
corporations and society
 The UTS Centre is engaged in major research projects with
industrial and professional partners, teaching and
curriculum development, academic publications and
conferences, and is also dedicated to policy development
and legal reform.

3. ASX 2,122
Listed
corporations
2013
(Market Cap
$1.4 trillion)
Super Funds
399 Funds
+ .5 million
SMS
(Sector
Assets
$1.57
trillion)
(ASFA 2013)
Businesses
2.1 million
(Companies,
Sole
Proprietorships,
Trusts,
Partnerships)
(ABS 2012)
Government
Business
Enterprises
598
(Utilities,
ABC, NBN)
Governance
of
Government
Bodies
(statutory
and non-
statutory
bodies, com
panies)

4. Maurice Newman, Chair of ASX; Catherine Livingstone, Chair of CSIRO,
former CEO of Cochlear; Sir Adrian Cadbury former Chair & CEO of Cadbury
Schweppes; and David Murray CEO of Commonwealth Bank

5. Reporting to Shareholders, Ensuring statutory/
Regulatory compliance, Reviewing audit reports
Reviewing key executive performance
Reviewing business results
Monitoring budgetary control and
Corrective actionsR
Reviewing and initiating strategic
analysis/ Formulating strategy
Setting corporate direction
Approving budgets
Determining compensation policy
For senior executives
Creating corporate culture
Outward
looking
Inward
looking
Providing
accountability
Strategy
formulation
Monitoring and
supervising
Policy
making
Approve and work with
And through the CEO
Past and present focused Future focused
Outward
looking
Inward
looking
Providing
accountability
Strategy
formulation
Monitoring and
supervising
Policy
making
Approve and work with
And through the CEO
Past and present focused Future focused
.
Source: F. Hilmer & R.I. Tricker (1991)

6. OUTWARD
LOOKING
INWARD
LOOKING
Providing Accountability Strategy Formulation
Monitoring and Supervising Policy Making
PAST AND PRESENT FOCUSED FUTURE FOCUSED
Source: R. I. Tricker 2012
CONFORMANCE PERFORMANCE
Framework for Analyzing Board Activities
Corporate Governance Without Strategy Leads to Paralysis....
S
Strategy Without Corporate Governance Leads to Recklessness...

7. PAST
 Changing Role of Boards & Directors National Survey (ARC Linkage National
Law firm)
 Board and Director Evaluation (ACSI Funded)
 Corporate Governance & CSR Indices (Nielsen Funded)
 Restructuring Governance of the Health Service (NSW Health Funded)
 Regulation of Small Corporations (ARC Linkage With Federal Treasury)
 Analysts Forecasts and Audit Quality (Capital Markets CRC Funded)
 Anglo-American CEO Compensation
PRESENT
 Diversity of Boards (EOWA/WGEA & ANZ Bank & Boardroom Partners Funded)
 Corporate Governance of Not-for-Profit Sector (With CompliSpace)
 International Comparative Corporate Governance (DFAT Funded)
 Substance of Sustainability (Catalyst Funded)
FUTURE
 Governance and Regulation of Finance
 Centre of Excellence/ARCs Corporate Purpose: Entrepreneurial and
Responsible (UNSW, ANU, Melbourne, Seattle, Berkeley, Cornell, Oxford,
Cambridge, Harvard)
 Investment and Innovation (Massachusetts and Sussex)
 Corporate Governance, Responsibility and Sustainability

8.  22 HDR completions
(2004-2012)
 110+ per annum postgraduate
MBA, EMBA and Masters students
on Corporate Governance and
Sustainability subjects

10. Judith Fox, member of the ASX Corporate Governance Council and director of
policy for Chartered Secretaries Australia; Elizabeth Bryan, Caltex chairman
and Westpac board member; Christine Holgate, Blackmores CEO and MD; and
Verity Firth, former state government MP, Minister for Education and CEO of
the Public Education Foundation Ltd. The panel was moderated by journalist
Deborah Cameron.

11. Justin O’Brien, Director of the Centre for Law, Markets and Regulation UNSW;
Christina Ahmadjian former Dean of Hitotsubashi University Business School and
member of board of Mitsubishi Heavy Industries; Takaya Seki Director of Corporate
Practice Partners and adviser to the Tokyo Stock Exchange and Japan FSA

12.  The paradox that after two decades of corporate governance reform
governments and corporations remain fully engaged in the governance
challenges posed by the transformation of markets and technologies
 “We have not yet fully understood the causes of the last financial crisis, and not
begun to prepare for the next one.” (Professor Douglas Arner, HKU, 2013).
Dodd-Frank Wall Street Reform Act in US still only half way through
implementation, with no resolution of the proposed Volker Rule to divide
investment and retail banking. “Too big to fail, too big to manage” still reality
in finance sector.
 The US Financial Stability Oversight Council (2013) reported on the unfolding
Libor rate setting court cases: “Recent investigations uncovered systemic false
reporting and manipulations of reference rate submissions dating back many
years.”
 The UK Parliamentary Commission on Banking Standards (2013) “Too many
bankers, especially at the most senior levels, have operated in an environment
with insufficient personal responsibility... Remuneration has incentivised
misconduct and excessive risk-taking, reinforcing a culture where poor
standards were often considered normal.”
 The integration of corporate governance and sustainability is still to be
achieved: while corporate policy has become more sophisticated,
implementation remains in its infancy.

13.  The Asia Pacific Innovation Network (APIC) was formed in January 2010, to bring
together researchers and practitioners in the Asia Pacific region interested in
discovering and integrating knowledge regarding the
legal, governance, managerial, technical and economic elements of innovation.
APIC conducts regular workshops, conferences and events in the Asia Pacific
region focusing on research in innovation.
 In increasingly internationalised and competitive economies, innovation is at the
heart of the value creation process. Innovation may involve the discovery and
application of new products, services, processes, systems, or business and
organisational models. The governance of innovation is critical at every stage.
 Earlier APIC Conference were held in Melbourne (2010); Singapore (2011); Seoul
(2012) and Taipei (2013). Future APIC Conferences are projected for Taipei
(2013); Sydney (2014) and Wellington (2015). Each conference attracts keynote
speakers from agencies such as the World Bank; OECD; US Patent and Trade
Office; and Centre for European Economic Research.
 Klick-on-Koalas