“Corporate governance is “the framework of rules, relationships, systems and processes within and by which authority is exercised and controlled in corporations”. It encompasses the mechanisms by which companies, and those in control, are held to account. Corporate governance influences how the objectives of the company are set and achieved, how risk is monitored and assessed, and how
performance is optimised.”

The Global Financial Crisis and attendant spate of corporate collapses in Australia and internationally has resulted in an unprecedented focus on Corporate Governance and the role that Directors play in overseeing the affairs of corporations. It is fair to say that there has never been more attention paid to risk management and compliance in particular, whilst there is also growing awareness of the need for a sound corporate culture. We find that Directors are taking a keen interest in these issues as they seek to find the balance between informed risk taking and prudent corporate practices.

We have the team and the experience to guide directors and senior management as they confront these challenges.

Our integrated Governance, Risk and Compliance program is designed to assist clients with a Corporate Governance framework that delivers effective stewardship and management; a Risk Management program that is conducive to informed risk taking; a Compliance Program that satisfies key regulatory obligations and a robust Corporate Culture.

Our strength lies in the broad range of skills, qualifications and experience of our team members. Our consultants include senior directors, professional risk and compliance consultants, accredited trainers and respected academics. We also have close relationships with other consultants in areas such as board and executive compensation, change management and executive mentoring and coaching that complement our services.

We offer rates that most professional firms find hard to match. When you engage with us our senior consultants actually deliver the service, rather than simply being the contact point at the start and finish of the engagement. In other words you get the dedicated attention of experienced professionals at very competitive rates.

Following are details of our key services:

CORPORATE GOVERNANCE OVERVIEW

Corporate governance has been defined as “the framework of rules, relationships, systems and processes within and by which authority is exercised and controlled in corporations”.  It is quite a challenge to establish this framework in today’s complex business environment. Directors have to balance the competing demands of charting the strategic direction of their organisation, managing corporate and personal risks; appointing, mentoring and compensating the corporate team as well as meeting the expectations of many internal and external stakeholders.

We bring all of these issues into perspective utilising an in depth review of existing corporate governance, benchmarked against Australian and international best practice, including the ASX Corporate Governance Principles. The review considers the governance framework, terms of engagement for directors and senior management, strategic planning, reporting to the board, delegation by the board, corporate culture, risk management, audit and compliance. We identify areas of strengths and weaknesses accompanied by input to improve overall board and corporate effectiveness.

BOARD PERFORMANCE AND CONFORMANCE

In addition to the Corporate Governance Overview we offer a more detailed assessment of board composition, performance, conformance and compensation. We work with directors to assess and improve the credentials, skills and ongoing performance of the board as whole as well as individual directors using surveys, workshops and individual coaching.

ENTERPRISE RISK MANAGEMENT

ERM involves an integrated approach to managing risks and seizing opportunities. ERM provides a risk management framework which typically involves identifying particular events or circumstances relevant to the organization’s objectives, assessing them in terms of likelihood and magnitude of impact, determining a response strategy and monitoring progress. By identifying and proactively addressing risks and opportunities, business enterprises protect and create value for their stakeholders, including owners, employees, customers, regulators, and society overall. Our team specialises in the design and implementation of ERM programs, including risk identification workshops, culture, policies, procedures, training and ongoing review and reporting.

LEGAL AND REGULATORY COMPLIANCE

The legal and regulatory burden imposed on organisations and directors continues to increase at a rapid pace. The challenge for directors and senior management is to meet key regulatory obligations whilst maintaining a focus in taking advantage of business opportunities. The first step involves identifying key regulatory obligations & adopting a risk based compliance program.

We work with directors and senior management to identify the key legal obligations that impact on them and the organisation, including the Corporations Act, the Trade Practices Act, various Federal and State environmental and occupational health and safety acts, together with case studies covering findings by the courts in. Once the key regulatory obligations are identified we work with management to establish a program to manage, monitor and report on compliance with these obligations and to keep abreast of changes in the regulatory landscape. We also offer advisory services when dealing with regulatory inquiries and investigations. As part of our compliance service we can also arrange advice on insurance options to mitigate personal and corporate risks and legal liabilities.

BUSINESS ETHICS

Ethical leadership – We offer a workshop designed to empower directors in setting and monitoring corporate culture.  The workshop cover issues such as ethical awareness, reasoning and decision making, corporate social responsibility, codes of conduct and ethics, accountability and responsibility, conflicts of interest & whistle blowing.

Organisational ethics – following on from the leadership program we assist in the roll out of a cultural awareness program.  The focus is on ethical awareness for all staff so that they have a set of values that can be applied consistently across the organisation. We also advise on issues such as whistle blowing, internal dispute resolution, counselling for individual employees and resolution of ethical dilemmas.

To find out more about our Governance Advisory Services please call Greg Goodman on 0411 825 458.

Every Corporate Governance, Compliance and Risk Management program should include structured training and education for directors, management, employees and service providers. For those organisations subject to the licensing regime under the Corporation’s Act, the Trade Practices Act and the Anti Money Laundering and Counter Terrorism Financing Act there are more prescriptive training and competency requirements that must be satisfied.

At Compliance Australia we can provide training programs for a wide range of topics including:

• Anti Money Laundering
• Directors Duties
• Trade Practices
• Business Ethics
• AFSL Licencing
• Market Misconduct, including Insider Trading
• Continuous Disclosure
• Responsible Manager duties
• Occupational Health & Safety
• Privacy

We have found that the most effective approach to training involves tailored solutions delivered face to face with our clients in small group sessions. As most of our consultants are accredited, experienced trainers we are able to design and implement practical training programs that provide excellent value.

At the heart of every effective corporate governance, regulatory compliance and risk management program is a robust ethical culture.

Our Director of the Business Ethics Centre, Professor Stephen Cohen, is widely regarded as one of the most experienced consultants in the field of applied business ethics in Australia.

Compliance Australia, trading as the Business Ethics Centre, offers a range of services related to ethics and corporate culture, including:

Ethics Frameworks
We assist with the design of the overall ethical framework by clearly articulating responsibility for establishing and maintaining the corporate culture. We start with ensuring ownership by the Board, its sub-committees and senior management and then develop a framework which identifies responsibility for communication, training, monitoring and reporting.

Codes of Conduct & Ethics
We have extensive experience in drafting codes of ethics and conduct. We also assist in the implementation of codes throughout an organisation through workshops, online and face to face training and case studies.

Ethics Audits
A consultative service where we work with our client to align their values as professed by the board and senior management and values as actually perceived by various stakeholders, such as shareholders, customers and employees. In the process of an ethics audit we develop and implement processes to maintain the agreed corporate values. The objective is to ensure that all stakeholders share a common sense of purpose and beliefs.

Monitoring & Reporting
We can assist with the development of compliance, whisteblowing, complaints handling, employee feedback and breaches of codes of conduct and ethics; and reporting mechanisms for senior management and the board.

Training & Education
The most effective way to promote responsible behaviour is to develop an ongoing education program for all levels throughout an organisation, including the board and senior management. We assist in the design and ongoing conduct of ethics awareness programs.

Investigations
We have assisted a number of organisations following ethical breakdowns by conducting investigations following regulatory breaches, negative publicity and beaches of internal or industry codes.