Corporate governance is the framework through which a company is directed and controlled — the rules, relationships, and practices that determine how decisions are made, how authority is exercised, and how accountability is maintained. For private companies, governance is often treated as a large-company concern. It is not. The Corporations Act 2001 (Cth) imposes obligations on directors and companies regardless of size, and governance failures in private companies are a primary source of shareholder disputes, director liability claims, and regulatory investigations.

EAGLEGATE advises private companies, boards, and directors on designing, implementing, and reviewing corporate governance frameworks that protect the business, its directors, and its shareholders.

Good governance is not about bureaucracy — it is about protecting the people and the value behind the business.

Key Corporate Governance Expertise — Structure, Protect, Comply

EAGLEGATE advises on every element of corporate governance for private companies.

Director Duties and Obligations

Directors of Australian companies owe statutory duties under the Corporations Act 2001 (Cth): to act with care and diligence (section 180), to act in good faith in the best interests of the company (section 181), not to improperly use their position (section 182), and not to improperly use company information (section 183). EAGLEGATE advises directors on what these obligations mean in practice — before decisions are made, not after claims are brought.

Board Structure and Composition

A well-structured board provides effective oversight, appropriate expertise, and clear decision-making authority. EAGLEGATE advises on board composition, the role of independent directors in private companies, the appropriate division of authority between the board and management, and how board structure should evolve as the business grows.

Governance Documentation

A company’s constitution, any shareholders’ agreement, and its board and management policies together form its governance framework. EAGLEGATE reviews, drafts, and updates these documents — ensuring they are consistent, current, and appropriate for the company’s stage of development. Where a company operates under the replaceable rules in the Corporations Act 2001 (Cth) without a bespoke constitution, EAGLEGATE advises on whether a bespoke constitution is warranted.

Related Party Transactions and Conflicts

Transactions between a company and its directors, shareholders, or their associates require careful governance management. The Corporations Act 2001 (Cth) imposes specific requirements for member approval and disclosure of related party transactions. EAGLEGATE advises on managing related party transactions correctly — protecting both the company and the directors involved.

Governance Reviews

A governance review assesses whether a company’s governance framework is appropriate for its current scale, ownership structure, and risk profile. EAGLEGATE conducts governance reviews for private companies preparing for investment, sale, or significant growth — identifying gaps and recommending structural improvements.

1. Assess the Current Framework

We review the existing governance documentation — constitution, shareholders’ agreement, board policies — and identify gaps relative to the company’s current scale and risk profile.

2. Advise on Obligations

We advise directors and shareholders on their specific obligations under the Corporations Act 2001 (Cth) and general law, before decisions are made — not after problems have arisen.

3. Document and Implement

We draft and update governance documentation — constitutions, board charters, committee terms of reference, and related party transaction policies — appropriate to the company’s circumstances.

4. Review Periodically

Governance frameworks that are not reviewed as the business evolves become inadequate. EAGLEGATE builds review into client relationships.