1.

Legal and enforcement framework

1.1

Which legislative and regulatory provisions and codes of practice primarily govern corporate governance in your jurisdiction?

1.2

Is the corporate governance framework in your jurisdiction primarily based on hard (mandatory) law and regulation or soft (eg, ‘comply or explain’) codes of governance?

1.3

Which bodies are responsible for drafting and enforcing the rules and codes that make up the corporate governance framework? What powers do they have?

2.

Scope of application

2.1

Which entities are captured by the rules and codes that make up the principal elements of the corporate governance framework in your jurisdiction?

2.2

What exemptions, if any, from the principal elements of the corporate governance framework are available in your jurisdiction?

2.3

What are the principal issues covered by the codes of governance in your jurisdiction?

3.

Ownership and control

4.

The board: structure and appointment

4.1

How is the board typically structured in your jurisdiction?

4.2

Are board committees recommended or mandated? If so, which areas should/must they cover?

4.3

Are there any requirements or recommendations to appoint independent board members? If so, how is ‘independence’ defined?

4.4

Do any diversity requirements or recommendations apply with regard to board composition?

4.5

How are board members selected and appointed? What selection criteria (if any) apply in this regard?

4.6

How are board members removed?

4.7

Do any tenure restrictions or recommendations apply to individual directors?

4.8

What best practice is recommended when composing the board and appointing board members?

5.

The board: role and responsibilities

5.1

What are the primary roles and responsibilities of the board?

5.2

How does the board exercise those roles and responsibilities?

5.3

What specific role does the board play in relation to: (a) Strategic planning? (b) Risk management? (c) Major and related-party transactions? and (d) Conflicts of interest?

5.4

Are the roles of individual board members restricted? Is this common in practice?

5.5

What are the legal duties of individual board members? To whom are these duties owed?

5.6

To what civil and criminal liabilities are individual board members primarily potentially subject?

6.

Shareholders

6.1

What rights do shareholders enjoy with regard to the company in which they have invested?

6.2

How do shareholders exercise these rights? Do they have a right to call shareholders’ meetings and, if so, in what circumstances?

6.3

What influence can shareholders exert on the appointment and operations of the board?

6.4

What are the legal duties/responsibilities and potential liabilities, if any, of shareholders?

6.5

To what civil and criminal liabilities might individual shareholders be subject?

6.6

Are there rules governing the issuance of further securities in a company? Do rights of pre-emption exist and, if so, how do they operate? Can they be circumvented? If so, how and to what extent?

6.7

Are there any rules on the public disclosure of levels of shareholding and/or stake building?

7.

Shareholder activism

7.1

What role do institutional investors and other activist shareholders play in shaping corporate governance in your jurisdiction?

7.2

Is there any legislation or code of practice which applies to institutional shareholders? If so, what issues does it primarily address and how is it policed/enforced?

7.3

How do activist shareholders typically seek to exert influence on corporations in your jurisdiction?

7.4

Which areas of governance are shareholders currently focused on?

7.5

Have there been any high-profile instances of shareholder activism in recent years?

7.6

Is shareholder activism increasing or decreasing in your jurisdiction? If so, how and why?

8.

Other stakeholders

9.

Executive performance and compensation

9.1

How is executive compensation regulated in your jurisdiction?

9.2

How is executive compensation determined? Do shareholders play a role in this regard?

9.3

Do any disclosure requirements apply in relation to executive compensation?

9.4

Have any measures to address the gender pay gap been introduced in your jurisdiction?

9.5

How is executive performance monitored and managed?

9.6

What best practices should be considered with regard to executive performance and compensation?

10.

Disclosure and transparency

10.1

What primary reporting obligations relating to corporate governance apply in your jurisdiction?

10.2

What role does the board play in this regard?

10.3

What role do accountants and auditors play in this regard?

10.4

What best practice should be considered in relation to reporting and disclosure?

11.

Audit and auditors

11.1

What rules relate to the appointment, tenure and removal of auditors?

11.2

Are there any rules or recommendations that limit the scope of services as regards the provision of non-audit services by an auditor?

11.3

Are there any rules or recommendations which cap the remuneration of an auditor as regards payment for the provision of non-audit services?

12.

Trends and predictions

12.1

How would you describe the current corporate governance landscape and prevailing trends in your jurisdiction?

12.2

Are any new developments anticipated in the next 12 months, including any proposed legislative reforms?

13.

Tips and traps

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