Mandatory Requirements, Voluntary Rules and 'Please Explain': A Corporate Governance Quagmire

Abstract

This article characterises Australia’s corporate governance regime as a hybrid blend of mandatory requirements, voluntary rules and a regime whereby if guidelines are not followed then an explanation is expected to be given. Mandatory rules may offer stronger protections to investors, but they are inherently inflexible and not appropriate for all companies. Voluntary rules, on the other hand, raise questions of compliance. This article analyses the present regime and the widening role of ‘black letter’ law after recent corporate collapses.