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Norton Rose Fulbright
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Corporate governance and advisory


We advise on the full range of local and international governance issues, from best practices, remuneration, indemnification and insurance to conflicts of interests, internal investigations and defensive and actionist mandates. We have a strong track record of advice to boards, and in particular non-executive board members, on the efficient handling of crisis situations and other challenging board issues.

Our corporate governance practice draws on lawyers across our global platform to deliver knowledge of international and domestic regulation affecting listed companies, including employment and labor law, the law governing employee benefits and executive compensation, and business ethics and anti-corruption.

We deliver

  • An in-depth understanding of the issues affecting domestic and international companies.
  • Strategic and innovative advice to keep up with ever-changing regulatory regimes and market trends.
  • Practical, focused advice and guidance on legal and regulatory requirements, market practice and emerging trends.
  • Close relationships with in-house legal and company secretarial teams, enabling us to provide a tailored service across the full range of corporate advisory and commercial issues.

Our areas of work include

  • annual general and special meetings
  • annual reporting
  • board effectiveness
  • board policies and procedures
  • compliance with corporate governance standards
  • corporate actions, including share buybacks and scrip dividend schemes
  • directors’ duties
  • directors’ indemnities
  • disclosure obligations
  • executive remuneration
  • long-term and short-term incentive plans
  • managing conflicts of interest
  • risk management
  • defensive mandates
  • internal investigations.

Our recent experience

  • Advising a global client on a review of its internal corporate governance policies.
  • Advising Telus Corporation on the empty voting campaign launched by Mason Capital Management LLC.
  • Reviewing and revising AGM meeting notes for a FTSE 100 company and advising on various ad hoc questions in preparation for the AGM.
  • Advised Australian boards and non-executive directors on governance and related issues, including continuous disclosure requirements, directors and officers duties, and takeover defence.
  • Drafting terms of reference for board committees of a FTSE 250 company.
  • Advised on procedures for execution of different categories of agreements for various clients and in particular on signing formalities related to particular M&A or finance agreements.
  • Drafting and reviewing board minutes and resolutions for listed and private companies.
  • Advised the special committee of Agrium Inc. during its eight-month proxy contest with New York-based activist hedge fund JANA Partners.