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Publications/Presentations

Publications
Directorial liability for Corporate Shortcomings
- the weight of the straws -

[Steven Cole - February 2024]

Tags/Keywords: director duties/liabilities, regulatory burden, agency risk, ipso facto liability

​View presentation

Government Trading Enterprises (WA)

- governance accountability and independence -

[Steven Cole - April 2023]

Tags/Keywords: government trading enterprises, public sector governance, Ministerial directions

View presentation

PWC Fallout

- consequential risks and ethical considerations in managing a professional crisis -

[Steven Cole - September 2023]

Tags/Keywords: crisis management, fiduciary, ethical framework, organisational purpose and values

View presentation

EESG - Framework of Sustainable Corporate Outcomes (PART A)

[Steven Cole - October 2021]

Tags/Keywords: economic, environment, social, governance, sustainable, framework, analysis, diagnostic tool

View Paper

Zone of Insolvency - directors' responsibilities and protections

[Steven Cole - September 2021]

Tags/Keywords: insolvent trading, safe harbour defence, director liability

View Paper

How is your DRI? - Director Resilience Index

Self-appraised tool for directors to benchmark and critically assess their experience in 10 different types of corporate crisis

[Steven Cole - March 2021]
Tags/Keywords: director, resilience, crisis, capability

Enhanced Governance for the Aged Care Sector towards addressing "A Shocking Tale of Neglect"

[Steven Cole - February 2021]
Tags/Keywords: aged care, ACQS, clinical governance, care, support, accountability, director responsibility

Three Wise Monkeys - When Good Men (and Women) do Nothing - leadership, culture and governance

Commentary on leadership and governance touching on NSW Premier, Crown Resorts (NSW) and Rio Tinto (Yuukan Gorge Rock Shelters)

[Steven Cole - October 2020]
Tags/Keywords: leadership, culture, ethics, governance 

Milton Friedman to Juukan Gorge Rock Shelters

- the proper role in society of the commercial corporation

[Steven Cole - September 2020]
Tags/Keywords: shareholder primacy, profit, corporate social responsibility, sustainability, directors, stewardship

The Emperor's New Clothes 
- the case for aligning corporate constitutions with contemporary governance theory and practice including to mitigate the risk of inappropriate personal liability attaching to directors for lower level corporate managerial shortcomings -

​[Steven Cole – September 2020]
Tags/Keywords: director liability, good governance, constitution, delegate authority, fiduciary duty responsibility, accountability
View paper

New Director Appointment Checklist and Induction Guidelines
[Steven Cole - September 2020]

Tags/Keywords: non-executive director, board appointment, regulatory compliance, induction, nominations committee, checklist, consent, deed of access and indemnity, confidentiality 

View Guidelines

Executive Remuneration Governance Framework and Guidelines
- a governance framework to better assure integrity and accountability in the structuring, implementation and review of a corporation's executive remuneration policy and practices

[Steven Cole - September 2020]

Tags/Keywords: executive remuneration, governance framework, legislative/regulatory requirements, KMP, TSR, STI, LTI, base remuneration, ASX corporate governance principles, policy

View Framework/Guidlines

Non-Executive Director Remuneration Governance Guidelines and Recommendations
- guidelines, principles, recommendations and applied commentary to better assure integrity and accountability of the remuneration arrangements for non-executive directors of ASX listed entities

[Steven Cole – September 2020]

Tags/Keywords: non-executive director remuneration, remuneration pool, extra exertion fees, principles, guidelines, recommendations, regulatory compliance, checklist

View Guidelines/Recommendations

Enhanced Governance towards addressing "A Shocking Tale of Neglect"
- a comprehensive, regulatory compliant, clinical, support and care governance framework for organisations providing support to the aged and disability care sectors

[Steven Cole – December 2019]

Tags/Keywords: clinical care governance, Royal Commissions, Aged Care Quality Standards, NDIS Code, aged and disability care, regulatory compliance, measurable outcomes

View Paper

For the love and/or the money – good governance remuneration practices for NFP non-executive directors
[Steven Cole – October 2019]

​Tags/Keywords: remuneration, not for profit, non-executive directors, good governance, policy framework
View paper 

No Company is an Island 
"social licence to operate" in the context of corporate performance outcomes
[Steven Cole - September 2018 - Link]

Tags/Keywords: corporate social responsibility, director duties, social licence, expectation gap

Local Government Reform - Less Government More Governance
[Steven Cole - March 2018 - Link]

​Tags/Keywords: local authorities, governance, red tape, accountability, meeting formalities, electoral representative

​The Dynamic Evolution of Sport and its Effective Governance
[Steven Cole - April 2018 - Link]

​Tags/Keywords: sport, governance, models, principles, business of sport, commercialisation, duty of care, integrity in sport, social licence

Effective Governance Framework for Disciplined Investment Decision Making and Management for NFP Organisations
[Steven Cole - May 2018 - AICD Centre for Excellence publication - Link]

​Tags/Keywords: investment, NFP, capital reserves, portfolio, diversification, investment policy, accountability

Governance and Culture - Inter-dependent drivers of organisational performance outcomes
[​Steven Cole - February 2018 - Link]

​Tags/Keywords:  culture, governance, ethics, purpose, values, principles, framework

"The Future of the AGM - don't throw the baby out with the bathwater"
​[Steven Cole - AICD Centre for Excellence publication - May 2017 - Link]

​Tags/Keywords: annual general meeting - shareholder engagement - shareholder activism​

​Tread your own Path
- Designing your organisation's governance framework to be "fit for purpose" for its own unique needs and circumstances
[Steven Cole - November 2015 - Link] 

​Tags/Keywords:  governance for performance; fit for purpose; governance standards; exceptions; unique needs

Good Governance and the Curious Case of the Alternate Director
[Steven Cole - Governance Directors publication of Governance Institute - November 2016 edition - vol. 68 no. 10]  

​Tags/Keywords:  alternate director - governance legitimacy - appointment/approval - powers - accountability

Directorial Liability for Corporate Fault
[Steven Cole - Brief Journal of Law Society of WA - February 2016 - Link] 

​Tags/Keywords:  director liability; reform bill; CAMAC considerations; COAG Principles

Governance for Performance
- balancing the cost of regulatory compliance risk management with the cost of the moral hazard of organisational underperformance
[Steven Cole - AICD website - Centre for Governance Excellence and Innovation] View article 

​Tags/Key Words:  governance theory - agency risk - performance - conformance assurance - corporate underperformance - self regulatory trends - red tape - unintended consequences

The Devil in Detail
ACNC Governance Standards
[Steven Cole - Company Director Journal July 2013] View article

Tags/Key Words: corporate governance standards – charity – not for profit – regulator

Bridging the Expectation Gap
Aligning Corporate Performance Expectation
[Steven Cole - Published for ALAP Symposium (Curtin University, Western Australia) February 2013 - Link]

Tags/Key Words: corporate governance – directors’ duties – regulatory burden – media role – shareholder role – judiciary role – legislative reform – business judgement rule – insolvency reform – corporate performance

Mind the Expectation Gap
The Role of a Company Director
[Steven Cole - A white paper of Australian Institute of Company Directors published February 2012] View article

Tags/Key words:  corporate governance – legislative and regulatory burden – directors’ duties – business judgement rule – safe harbour defences – questionable regulatory practices – insolvency reform – legislative reform – corporate performance – international competitiveness

The role of regulatory intervention in the affairs and governance of corporations
[Steven Cole - co-authored with Mark Boyne (Uni Notre Dame) WA Law Society Summer School February 2011]

Tags/Key words: corporate governance – regulatory burden – regulatory intervention – directors’ duties – law reform – COAG – governance standards

Arresting Value Destruction
Insolvency Reform Agenda
[Steven Cole - Published as feature article in Australian Insolvency Journal 2011 Vol 23 No.2]

Tags/Key words: insolvency reform – business judgement rule – economic value destruction – going concern – legislative burden – pernicious regulation

A Light on the Hill for Directors 
ASIC v’s Rich (2009) NSWSC 1229
[Steven Cole - Western Australian Law Society Journal “Brief” – April 2010]

Tags/Key words: directors’ duties and responsibilities – business judgement rule – legislative reform –onus of proof – safe harbour defence

Balancing the Director Liability Burden
[Steven Cole – Company Directors Journal – February 2010] View article

Tags/Key words:  directors liability burden – society expectations – miracle of the limited liability corporation – pernicious penalties – balance – role of society – political bias

“Appropriate” Corporate Governance (implied duty for directors to ensure)
[Steven Cole co-authored with Eve Regnard (Llb) – Company Directors Journal – April 2010] View article

Tags/Key words:  corporate governance standards – directors’ duty to ensure – consequences of failure – evolving expectations

Board members take Knocks on the Chin
[Steven Cole - WA Business News – Opinion – October 2009]

Tags/Key words:  directors’ remuneration – media attention – directors’ duties – corporate performance – burdensome regulation

Escaping the Straight Jacket
-    caution against “black letter” governance requirements
[Steven Cole - Company Director Journal November 2008] View article

Tags/Key words:  corporate governance – if not why not – descriptive v’s prescriptive regulation – international governance

First Among Equals or first in line 
Risk exposure for Chairman
[Steven Cole - Company Director Journal July 2006] View article

Tags/Key words:  company chairman – duties – responsibilities – meetings – information – constitutions – corporate governance standards

Presentations
Local Government - Supporting the Council to Govern Effectively
- an 8 part professional development curriculum for local authority councillors.
(1)  Understanding the Governance Landscape
       - effective governance for local authorities
(2)  Roles and Responsibilities of Key Officers
      - responsible and respectful conduct to deliver civic functionality
(3)  Policies and Codes of Conduct
      - assuring civic standards
(4)  Integrity Assurance
      - honouring the community's trust
(5)  Governance, the Council and Culture
      - leadership from the top and throughout
(6)  Councillor's Role in the Community
      - delivering civic leadership
(7)  Strategy and the Council
      - delivering civic outcomes in an age of disrupted enlightenment
(8)  Risk and the Council
      - assuring civic outcomes within a prudential risk framework

[Steven Cole ​– July 2020]

Enhanced Governance towards addressing 'A Shocking Tale of Neglect'
- a comprehensive, regulatory compliant, clinical, support and care governance framework for organisations providing support to the aged and disability care sectors

[Steven Cole – AICD Briefing (WA) – December 2019]

Tags/Keywords: clinical care governance, Royal Commissions, Aged Care Quality Standards, NDIS Code, aged can disability care, regulatory compliance, measurable outcomes 

View Presentation

For the love and/or the money – good governance remuneration practices for NFP non-executive directors
[Steven Cole – October 2019]
Tags/Keywords: remuneration, not for profit, non-executive directors, good governance, policy framework
View presentation

The Dynamic Evolution of Sport and its Effective Governance
​Steven Cole - 1/2 day workshop - April 2018 - Link

​Tags/Keywords: sports governance, federated/integrated model, principles, duty of care, culture

Effective Governance Framework for Disciplined Investment Decision Making and Management for NFP Organisation
Steven Cole - 1/2 day workshop - April 2018 - Link

​Tags/Keywords:  investment, NFP, capital reserves, portfolio, diversification, investment policy, accountability

Governance and Culture - Inter-dependent drivers of organisational performance outcomes
​Steven Cole - June 2018 - Link

​Tags/Keywords: culture, governance, ethics, purpose, values, principles, framework

"Future of the AGM - don't throw the baby out with the bathwater"
Steven Cole - AICD Briefing (WA) - August 2017 - Link

​Tags/Keywords: annual general meeting, shareholder engagement, shareholder activism

"The Shifting Sands of Directorial Liability for Corporate Failings"
​Steven Cole - Industry Briefing - October 2017

​Tags/Keywords: director duties, moral hazard, agency risk, accessorial liability, regulatory enforcement principles, safe harbour defence, solvency

"Shareholder Engagement"
​Steven Cole - AICD Roundtable Discussion - June 2017

​Tags/keywords:  shareholder engagement, locus of control, shareholder centricity, self centric socio-economic entity, AGM

"i-Director - beware the power of the prevailing orthodoxy"
Steven Cole - AICD WA briefing - June 2016

Tags/Keywords:  governance ideology, asimov, robot, prescriptive standards, effective director

"Governance - a whole of organisation matter"
Steven Cole - Governance Institute Forum (Perth) - May 2016 [view Powerpoint]

Tags/Keywords:  effective governance, key elements, performance, conformance, assurance, anatomy of governance, school bus rules

"AGMs - don't throw the baby out with the bathwater"
Steven Cole - Australian Shareholders Association (WA) briefing - May 2016 [View Powerpoint]

Tags/Keywords:  AGM, voting, information, engagement, continuous disclosure, shareholder activism, institutional briefings, webcasts

"Strategy and the NFP Board - a market driven perspective in an age of business disruption"
Steven Cole - LASA(WA) conference - April 2016 [view Powerpoint]

Tags/Keywords:  strategy, governance priority, corporate objectives, outside-in conversation, portfolio units, strategic disruption, market cycles, adaptive cycle, adjacency growth, hybrid bridging 

"Your Director Career - insights every aspiring director needs to know"
Steven Cole - AICD workshops (Shanghai, Hong Kong, Singapore - April 2016)

Tags/Keywords:  understanding director landscape, key determinants, personal attributes, director succession, elevator pitch, application, curriculum vitae, brand, tips and tricks

"Strategic Disruption and the Board"
Steven Cole - AICD briefing - Singapore - April 2016 [view Powerpoint]

Tags/Keywords:  strategic disruption, multi-business enterprises, outside-in conversation, innovation disruption, transitioning to new order

"​Strategy and the Board - a market and evolutionary driven perspective in an age of business disruption"

​Steven Cole - sundry industry presentation (WA) 2016

​Tags/Keywords: strategic disruption, technology risk, competitive advantage, adjacency model, adaptive cycle, smiling curve, product/market cycle, strategic dynamism

"Building a Good Board"
Steven Cole - Governance Institute Not for Profit Forum - November 2015 

Tags/Keywords:  succession planning, governance framework, cultural dynamics, engagement evaluation, bonding, skills, experience

"Great Southern - anatomy of a directors' worst nightmare"
Steven Cole - AICD WA briefing, July 2015

Tags/Keywords: corporate collapse, D&O insurance, class actions, litigation funding, director liability, defence costs​​

"Australia's Not for Profit Sector"
Steven Cole - Legalwise Seminar, Perth, September 2015

Tags/Keywords:  governance landscape, organisational performance, effective governance, NFP/charity​​

"Leave being a Lawyer at the Boardroom Door - not welcome at the table and dangerous for you"
Steven Cole - Legalwise Seminar, Perth, September 2015

Tags/Keywords:  lawyer, director, liability risks, insurance, conflict behaviours​​

Knowing the signs of a Dysfunctional Board - and how to address them
​Steven Cole - Governance Institute Annual Forum (Perth ) - May 2015

​Tags/Keywords:  board dynamics, dysfunctional governance, succession planning

"Pepping up your co-operative's performance - delivering better board value"
Steven Cole - Co-operatives WA Annual Conference September 2014 View presentation

Tags/Keywords:  corporate governance, performance, risk management, board dynamics, board skills matrix, induction, professional development, evaluation and review

Governance Challenges for Schools
- the role of governance in the context of school boards
[Steven Cole - AICD Seminar - Geraldton June 2014]

Tags/Key Words:  governance, school boards, role of principal, problematic issues, duty of care

Role of Governance in assuring organisational performance and meeting stakeholder expectations
- presentation tailored to a peak industry not for profit association View presentation
[Steven Cole - proprietary presentation - May 2014]

Tags/Key Words: governance, risk, strategy, organisational performance, challenges, corporate governance framework, office bearer responsibilities, safe harbour defences duties

ASX Corporate Governance Council
- Principles and Recommendations (3rd Edition - 2014)
- presentation to industry participants
[Steven Cole - proprietary presentation - May 2014] View presentation

Tags/Key Words:  ASX Corporate Governance Council, governance, principles, recommendations, standards, Listing Rules, if not why not

Wonda-Care Foundation Video
-  a hypothetical screenplay focusing on boardroom dynamics, conflicts and investment
[AICD National Conference (Hamilton Island) May 2014]

Tags/Key Words:  board dynamics - conflicts of interest - investment strategy - board membership

Wonda-Law Practice Ethics Workshop
-  a hypothetical case study addressing ethical issues in legal practice
[Steven Cole - CPD Seminar - March 2014] View presentation

Tags/Key words:  ethics - law - Legal Profession Conduct Rules (WA) - Milgram Experiment - ethical dilemma - law as a profession and/or a business

Australia's Not for Profit Sector
-  the role of governance in assuring organisational performance and meeting stakeholder expectations
[Steven Cole - proprietary presentation - Dec 2013] View presentation

Tags/Key words:  NFP governance - organisational performance - mission - margin - risk - duties - governance framework
Continuous Disclosure
-    the Wonda-Gold Mining Ltd story (hypothetical)
[Steven Cole - CSA/Governance Institute of Australia National Conference – Perth (WA) – Dec 2013]

Tags/Key words:  continuous disclosure – hypothetical – immediately – market rumours – margin call loan – governance charter – ASX Listing Rules – market briefings – ASX announcements platform – equal access

The NFP Chairman
-    the enigmatic keystone
[Steven Cole - AICD Seminar (WA) Nov 2012] View presentation

Tags/Key words:  company chairman – duties – responsibilities – role – charity – not for profit

James Hardie Case – the Directors’ Cut
[Steven Cole - AMPLA Seminar – (WA) Nov 2012] View presentation

Tags/Key words:  James Hardie Case – judgement analysis – practical implications – directors’ duties – remote attendance at board meetings – board minutes – ASX announcements

How’s your balance sheet?
-    the business of being a lawyer – (extract from the unwritten and unpublished “Memoirs of a Lapsed Lawyer”)
[Steven Cole - WA Law Society CPD Seminar (WA) October 2012] View presentation

Tags/Key words: professional conduct – ethics – duty to profession, client and self – continuing professional development – continuing personal development – market trends

Milk Arrowroot Biscuits
-    Bridging the Expectation Gap
[Steven Cole - AICD National Conference (Darwin, NT) May 2012] View presentation

Tags/Key Words: corporate governance – directors’ duties – regulatory burden – normative values – corporate social responsibility – director’s role

Assuring Governance to facilitate corporate performance
-    the role of the company secretary
[Steven Cole - CSA Australian Seminar (WA) December 2011] View presentation

Tags/Key words:  corporate governance – company secretary – role – duties - expectations

Corporate Counsel’s Dilemma
(Ethical Hypothetical)
[Steven Cole - ACLA National Conference (WA) Nov 2011]

Tags/Key words:  corporate governance – corporate counsel – company secretary – conflicts – compromise – ethics – role – duties - expectations

Governance for Performance
-    Enhancing the prospects of NFP success
[Steven Cole - AICD Regional WA Roadshow (Albany, Geraldton, Kalgoorlie) – August 2011] View presentation

Tags/Key words:  corporate governance – not for profit – charity – organisational performance – directors duties – risk management – mission – margin

Australian Consumer Law
-    TPA and ASIC Act Amendments 2010
-    implications from a business perspective
[Steven Cole - WA Law Society Summer School – February 2011] View presentation

Tags/Key words:  regulatory burden – practical implications – regulatory reform – directors’ perspective

Mind the Expectation Gap – The role of the Company Director
[Steven Cole - AICD Publication Launch (NSW) February 2011]

Tags/Key words:  corporate governance – legislative and regulatory burden – directors’ duties – business judgement rule – safe harbour defences – questionable regulatory practices – insolvency reform – legislative reform – corporate performance – international competitiveness

Role of Regulatory Intervention in the Affairs and Governance of Corporations
[Steven Cole - MIOD International Conference (Mauritius) 2011] View presentation

Tags/Key words: corporate governance – regulatory burden – regulatory intervention – directors’ duties – law reform – COAG – governance standards

Creating an Effective Board
-    lessons from the Australian boardroom
[Steven Cole - SIAS 2nd Asian Investors Corporate Governance Conference (October 2010) Singapore] View presentation

Tags/Key words:  effective corporate governance – corporate performance – correlation – analysis

Creating an Effective Board
[Steven Cole - SLID Conference (Columbo Sri Lanka) September 2010] View presentation

Tags/Key words:  effective corporate governance – corporate performance – correlation – analysis

Professionalism for the Professional and the Professional Association
[Steven Cole - FICPI Australia National Conference (Queensland) July 2010] View presentation

Tags/Key words:  intellectual property – professional standards – legislation – professional expectations

Boardroom Dynamics
-    an interview with Stephen, Stephanie and Tipene (hypothetical)
[Steven Cole - AICD National Conference (Christchurch NZ) May 2010] View presentation

Tags/Key words:  boardroom diversity – gender bias – examples of causes

Wonda-Drug
(“The Global Health People”)

 -    Corporate Ethics Hypothetical
 [Steven Cole - AICD National Conference (Queensland) May 2009]

Tags/Key words:  corporate ethics – bribery and corruption – directors duties – facilitation payments – disclosure – corporate governance – boardroom dynamics

Professional  Standards Legislation 
-    a unique social/ethical compact
[Steven Cole - PSC Seminar (NSW) 2009]

Tags/Key words:  professional standards – legislation – schemes – social compact – limitation of liability – liability caps – professional indemnity insurance – improved professional standards

Male, Pale, Stale
-    Diversity Rules Ok?
[Steven Cole - CPA Conference (WA) Aug 2008]

Tags/Key words:  boardroom diversity – gender bias – causes – outcomes – practical examples – statistics

Who’d be a Director
 -    boardroom dynamics (hypothetical)
 [Steven Cole - AICD National Conference (Queensland) May 2008]

Tags/Key words:  corporate governance – boardroom dynamics – director responsibilities

Corporate Disclosure
 -    “Tales from a continuous disclosure Voyeur”
 [Steven Cole - AICD Briefing (WA) April 2007]

Tags/Key words:  continuous disclosure – ASX Listing Rule 3.1 – Corporations Act s674 – carve outs – governance practices

Navigating the IPO Pathway
-    Listing on the Stock Exchange
 [Steven Cole - Key Media Masterclass February 2005]

Tags/Key words:  public company listings – ASX – requirements – reasons – commercial aspects - practices

Corporate Chairman – the enigmatic keystone
[Perth (WA) Sept 2000]

Tags/Key words:  company chairman – duties – responsibilities – first amongst equals – legal expectations

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