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Directors’ duties and corporate governance

Our experts will give an update on the key issues in Corporate Governance, so you can learn how to advise your clients on best responses to the heightening enforcement environment. Corporations need to articulate a response to the social challenges emerging from the success of innovation.  Boards need to continuously challenge management on the issues for which they are accountable. Equip yourself with the knowledge you need to respond in this environment.

About this course

The outcome of the Hayne Royal Commission and the AML challenges in ADIs have refocussed Directors’ attention on the culture of the corporation and the capacity of boards and management to provide clear leadership.  Regulators APRA and ASIC have set new directions in their approach to supervision, impacting corporate governance routines.  The UN Compact group of corporate leaders has been an example of Directors seeking a path forward in recovering trust and integrity for the corporate sector.  Directors’ Duties and approaches to corporate governance are central to the coming challenges for the joint stock company structure. 

What are the responses to the hard questions from the contemporary landscape – how will our corporate sector’s leaders lobby for regulatory frameworks that provide assurance for the community about integrity while leveraging the benefits of innovation?  How can legal advisors be sure boards have the tools and insights for this phase of the cycle?


Four CPD units (one unit per hour)

Course structure


8.45am - Introduction
Chair:  Martin Przybylski, Consulting Principal, Keypoint Law


8.50am - Opening commentary
Hon Acting Justice R Barrett
, Supreme Court of NSW


9.05am - Conflict of duty challenges for Directors on subsidiary boards
Speaker:  Michelle Levy, Partner, Allens

  • Balancing stakeholder needs – demonstrating accountability to subsidiary company
  • Approaches to the recording of company deliberations concerning conflict
  • When to abstain and which company gets priority
  • Role of the Chair and audit committee in identifying conflicts.


9.55am - Corporate responses and regulatory lessons from the Hayne Royal Commission and AML breaches
Speaker:  Catherine Maxwell, General Manager Policy and Advocacy, Governance Institute of Australia Ltd

  • Ensuring better standards, policies and culture
  • Measuring stakeholder response – communications with directors
  • Recording the minutes of company deliberations, policy, procedure and governance


11.00am - Role of boards in guiding management; responsibility of non-executive Directors for company direction
Speaker:  Jason Watts, Partner, King & Wood Mallesons

  • Classical division of power between board and management
  • Current trends in defining the respective roles of board and management
  • Regulators’ scrutiny of directors’ roles and relationship to management
  • Regulatory actions against Directors.


11.55am - Banning orders for Directors; regulatory outlook
Speaker:  Dr Robin Bowley, Lecturer, UTS Law

  • ASIC’s administrative banning and disqualification orders
  • Challenges at the AAT and in the courts
  • New directions in enforcement
  • Efficacy of banning orders.


12.45pm - Q&A



Learning outcomes

  • Better address current concerns of clients
  • Understand implications of recent developments in corporate governance
  • Respond to regulatory developments.



A discount of 10% is available to UTS Alumni or UTS Staff enrolling in this short course. If you’re eligible for this discount, please ensure you have provided your UTS Student or Staff ID number in your UTS Open Profile (under ‘A bit about you’).

When signing up for the Session, use the relevant voucher code to apply the discount to your Cart:

  • UTS Student / Alumni: Lawalumni
  • UTS Staff: Lstaff

Please note that there’s a limit of one discount rate per participant.

Who is this course for?

  • Corporate law specialists
  • Company directors
  • Financial advisors
  • Regulatory specialists
  • Non-executive Directors
  • Committee members, audit, remuneration
  • C-Suite management
  • CIOs
  • Independent advisors
  • Private equity managers
  • M & A Lawyers
  • Shareholders and advisors
  • Accountants
  • NFP sector
  • Corporate legal counsel, corporations legal officers


18 March


CBD location


4 hrs

Meet the Expert

Martin Przybylski

Martin Przybylski
Consulting Principal, Keypoint Law

Martin is an experienced lawyer with a long history of developing effective, legally sound and commercially appropriate solutions on corporate and commercial projects of all sizes and complexities.  Drawing on his technical expertise and extensive management experience in leading law firms, Martin has successfully achieved business growth by enhancing the performance of legal businesses through domestic and international expansions and mergers.  

This experience has given Martin a unique insight into the issues facing his clients as they undergo similar endeavours.  Outside of legal practice, Martin acts as an independent non-executive director and chairman for a number of companies, working cohesively with boards, senior executives and shareholders to assist them to achieve long-term objectives and successfully navigate short-term issues.

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Reg Barrett

Reg Barrett
Hon Acting Justice

Reg Barrett served as a Judge (2001-2015) and a Judge of Appeal (2012-2015) of the Supreme Court of New South Wales and has been an Acting Judge of Appeal since 2016.  For three decades before appointment as a judge, he was successively a partner of Allen Allen & Hemsley, Group Secretary and General Counsel of Westpac Banking Corporation and a partner of Mallesons Stephen Jaques. 

He was a member of the Companies and Securities Law Review Committee (1983-1987) and the Companies and Securities Advisory Committee (1991-2000) and was appointed an Officer of the Order of Australia in 2019 for distinguished service to the law and the judiciary, particularly in the area of corporations law and legislation.

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Michelle Levy

Michelle Levy
Partner, Allens

Michelle specialises in superannuation, life insurance, distribution and financial services law.  Michelle’s clients include the wealth management areas of each of the major banks, life insurance companies and industry and corporate funds.  Her recent work includes working with her clients on their Future of Financial Advice and Stronger Super projects, developing new financial products and distribution arrangements, helping to remedy breaches and selling wealth management businesses.  Michelle advises on trust law, financial services regulation, prudential standards, as well as providing tax advice for superannuation funds and life companies.  

She also regularly advises on directors’ duties in the financial services industry, AFS licensing and disclosure obligations and other Chapter 7 work.  Michelle has experience in fund mergers and other product rationalisations, as well as unit pricing errors.  She has also acted on a number of Part 9 transfers and indemnity claims.  Before joining Allens, Michelle was a partner at King & Wood Mallesons.  

Michelle is a regular contributor to various journals and publications including Financial Services Newsletter and the Superannuation Law Bulletin.  She co-authored the LexisNexis FoFA Handbook.  Michelle is a member of the Law Council of Australia's Superannuation Committee.  Michelle has been recognised as a leading investment funds lawyer by Chambers Asia-Pacific 2015-2018.

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Catherine Maxwell

Catherine Maxwell
General Manager Policy and Advocacy, Governance Institute of Australia Ltd

Catherine Maxwell is a governance policy and advocacy professional with over twenty years’ private, not-for-profit and public sector experience in governance, policy, stakeholder relations, secretariat and management roles.  She has a strong track record in delivering a range of policy, governance, business and change management projects.

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Jason Watts

Jason Watts
Partner, King & Wood Mallesons

Jason Watts is a partner in the Sydney office of King & Wood Mallesons where he specialises in mergers and acquisitions, focusing on public company and privately negotiated transactions and private equity.  He regularly advises on general corporate law, securities law and governance issues.  His recent matters include:

Veda in its privatisation by PEP; CVC in its acquisition of a 75% interest in PBL’s media assets; CSR in its $480 million accelerated rights issues; Westfield in its $2.9 billion placement; Primary Healthcare in its hostile takeover of Symbion Health and subsequent divestments; ASX in its merger with SFE; andWestfield in its stapling to create the Westfield Group.

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Dr Robin Bowley

Dr Robin Bowley
Lecturer, UTS Law

Robin Bowley commenced as a full-time lecturer with UTS Law in 2014, having previously taught on a sessional basis since 2009.  His principal fields of teaching and research are in Corporate Law and Insurance Law.

Robin’s current research projects focus on corporate and financial services regulation, the responsibilities of financial services intermediaries, and insurance responses to maritime security and terrorism risks.

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Additional Information

Please arrive at 8:30 am for registration. Morning tea will be provided for seminar participants. Disclaimer: While it is the Faculty's intention to provide this program as advertised, UTS reserves the right to alter the program, or to cancel this seminar should the minimum enrolment quota not be met. Please note that all registrations are governed by UTS Short Courses & Conferences’

Book a session

Wed 18 Mar 2020 -
Wed 18 Mar 2020
Expert: Martin Przybylski
  • 8:45am to 1pm, 18 March 2020 | Grace Hotel: 77 York Street, Sydney NSW 2000
  • CBD location

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