In this study directors of public listed companies around Australia gave their perceptions of best practice in corporate governance. A qualitative methodology within the constructivist paradigm was used along with a questionnaire thus making it a linked study. Mechanisms to assist in demonstrating rigour in the research process were developed and implemented as part of the research. The findings presented a description of best practice in corporate governance and a definition of corporate governance. Emerging from the findings was a model of best practice that was consistent with complex adaptive systems theory. Stakeholder theory was seen to provide the mechanism for developing activities that support the best practice model.

Company law in Pakistan does not recognise shareholders’ right of derivative action. This situation raises the question as to what extent derivative action, if recognised under the company law in Pakistan, can promote good corporate governance and contribute to reinforce enforcement powers of shareholders as to safeguarding their rights? The purpose of this thesis is twofold. First, this thesis argues that an effective derivative action system could act as a means of disciplining corporate management in Pakistan. Second, it presents it argumentations that other legal and extra-legal managerial disciplinary mechanisms have limitations of their own that support the introduction of a statutory derivative action system in Pakistan. The methodologies used in this thesis are doctrinal, historical, case study, comparative and semi-structured interviews. Doctrinal analysis has been employed when analysing statutes and case law. Case study methodology has been used to exemplify problems of directorial misconduct and providing empirical evidence for carrying out further analysis. A comparative approach has been utilized for which the UK has been chosen for comparative purposes to identify lessons that Pakistan can learn from the UK derivative action system while finding ways for effective use of derivative action system in Pakistan. Semi-structured interviews are aimed at providing an evaluation of the reform proposals. This study contributes to the subject of derivative action in three key ways. First, it provides an in-depth examination of the regulatory framework pertaining to shareholder protection in Pakistan in order to highlight the inherent challenges presented by un-updated legal framework. Second, based on the findings from this thesis, reform proposals are made as to codifying derivative actions, clarifying the procedural route for derivative proceedings and providing a funding mechanism to attract shareholders to bring derivative actions to enforce corporate rights. Third, suggestions proposed in this thesis are supported by both the opinions of the interviewees and original research on judicial experience of other jurisdictions, particularly the UK. The findings made in this study and proposals have implications for law reforms and are expected to inform practitioners, academics, legislators and policy makers on the way forward in reforming shareholder protection in Pakistan. Thus, this thesis would inform reforms in the company law in order to strengthen the enforcement power of shareholders and ensure corporate accountability in Pakistan.

This thesis examines behavioural risks in corporate governance, and seeks to ascertain what constitutes behaviour. It finds upon an examination and analysis of literature that “personality” and “situations” are elements which contribute to behaviour. Consideration of risk management mechanisms in corporate governance indicates that the personality aspect of behavioural risks has remained largely unidentified. The thesis then focuses on the personality of company directors as a significant contributory factor to their behaviour, and therefore also constituting potential behavioural risks in relation to corporate governance. A question then arises as to how behavioural risks and personality risks in particular have been managed in corporate governance. Taking cognisance of the processes involved in risk management, it is found that personality risks have not been identified by any corporate governance mechanisms, and which means, therefore, that these risks have not been managed effectively under any of the existing corporate governance mechanisms, such as the Turnbull Guidance, UK Corporate Governance Code, UK Companies Act, and EU Company Law Directives.Considering the negative economic and social impact of corporate failures in relation to public listed companies, and the justification for the State to intervene in order to safeguard society from the occurrence and consequences of these failures, this thesis suggests a hybrid regulatory model as an approach to managing personality risks in corporate governance. Building upon relevant corporate and regulatory theories; and incorporating current realities as they relate to the regulation of companies, the thesis proposes a model with suggested provisions which are aimed at contributing to an effective outcome as regards personality risk management. The fundamental requirements of an effective risk management process are discussed and engaged with in the process of developing a conceptual framework for personality risk management from which the approach and provisions in the suggested model are drawn.

Magister Philosophiae - MPhil

Magister Legum - LLM / This thesis seeks to unpack the measures and structures that a developing nation can put into place to establish itself as a good investment destination. It discusses the three theories of corporate governance, and how the adoption of the Enlightened Shareholder approach is the ideal theory for developing economies to adopt. It reviews the practices of the Republic of South Africa and the Peoples Republic of China to investigate what developing nations can learn from their legislation. The purpose of this thesis is to identity strong areas of corporate governance to better assist developing nations in their establishment of their corporate governance measures.

Magister Legum - LLM