Code of Ethics
Fundamental Principles
Integrity
Objectivity
Professional competence and due care
Confidentiality
Professional behaviour * * APES 110, s290 provides specific guidance on independence requirements for audit and review engagements, while s291 provides similar requirements for other assurance engagements

(don’t quote s291 or marks deducted in first assignment)

Corporate Governance
System by which companies are directed and managed covers conduct of board of directors

Independent Director
A director will not be independent if he/she
Substantial shareholder
Employee in executive capacity in the last three years
Principal, employee of advisor/consultant role in last 3 years
A material supplier or customer
Material contractual relationship with the company
Served on the board for a period
Has an interest or relationship that could reasonably be perceived to interfere with the directors ability to act in the companies best interest

Corporate Governance – the UK
1992 committee on the financial aspects of corporate governance issued the Cadbury report

Corporate Governance – Australia
1991 Corporate Practices and Conduct was set

Groups in Australia advocating corporate governance
ASX
ASIC
+ few more * * ASX Corporate Governance Council’s Principles of Good Corporate Governance
Principle 1: Lay solid foundation for management and oversight
Principle 2: structure the board to add value
Principle 3: Promote ethical and responsible decision making
Principle 4: Safeguard integrity in financial reporting
Principle 5: Make timely and balanced disclosure
Principle 6: Respect the rights of shareholders
Principle 7: Recognise and manage risks (s295A of CA 2001)
Principle 8: Remunerate fairly and responsibly

Audit Committees
Sub-committee of BOD, which should consist mainly of non-executive/independent