Dr Alice Klettner is a Senior Lecturer in the Business School, University of Technology Sydney. She has over ten years of research and teaching experience in the area of corporate governance. With an earlier career as a solicitor, Alice is interested in the impact of legal and regulatory changes on organisational behaviour. Research interests include: the role and responsibilities of boards of directors; regulation of corporate sustainability; and gender diversity in leadership. Alice has a first class honours degree in Natural Sciences from Cambridge University, a Masters in International Law from Sydney University and her PhD examined the effectiveness of soft law in regulating corporate governance. She teaches in the areas of business law, corporations law, strategic management, corporate governance, corporate social responsibility and sustainability.
Can supervise: YES
Corporate governance regulation has been through numerous cycles of reform, and yet we still see instances of companies collapsing suddenly. Codes of corporate governance have been implemented in most developed countries, recommending detailed governance frameworks for publicly listed companies and their boards, but our understanding of how these codes influence behaviour is still limited.
In this book, Alice Klettner draws on the domains of law and business to explore the effectiveness of corporate governance codes. Using interview evidence from company directors and officers, as well as published evidence of companies' corporate governance systems, she discusses the theory and practice of corporate governance and its regulation – with a focus on how corporate governance codes can affect board behaviour and company performance.
This interdisciplinary book will be valuable reading for advanced students and researchers of corporate governance, and will also be directly relevant to governance practitioners and policymakers.
EOWA, EOFWITWA, Clarke, T, Nielsen, BB, Nielsen, S, Klettner, AL & Boersma, M 2012, 2012 Australian Census of Women in Leadership, 1, Australian Government EOWA, Sydney, Australia.View/Download from: UTS OPUS
A research book commissioned by the Australian Government Equal Opportunity Agency. This work reports the results of the 2012 Australian Census of Women in Leadership. The survey includes an analysis of the ASX 500 companies boards and executives gender diversity; gender diversity in public sector boards; and comparison with international initiatives in gender diversity in leadership positions. The work provides a detailed analysis of a large data base, and analytical commentary of the results. There is an assessment of remaining obstacles to achieving greater diversity, and analysis of what is required to create a better pipeline for the development of women for leadership.
Klettner, A 2019, 'Challenges for Regulatory Reform in the Finance Sector: Learnings from the Last Decade', Journal of Banking and Finance: Law and Practice, vol. 30, no. 3, pp. 151-168.View/Download from: UTS OPUS
Over the last decade the finance sector has undergone significant scrutiny both globally and locally. Following the Global Financial Crisis, the G20 led a process of regulatory reform that had an impact internationally, however, the effectiveness of many of these reforms remains debatable. Scholarly experts have reviewed, assessed and critiqued the reform efforts yet this work is rarely used to inform new policy regimes. This article presents a systematic review of the academic literature on post-financial crisis regulatory reform with the aim of drawing out lessons for the future. It finds that financial regulation faces challenges at three levels: (1) at a structural or architectural level in terms of who regulates what; (2) at a processual level in terms of the style and mechanism of regulation; and (3) at the level of regulatory content, that is, the details of the rules or standards. In addition, regulatory effectiveness can be facilitated or hindered by: power and politics; blurred boundaries; and incorrect assumptions about behaviour. The article discusses these findings in the context of recent evidence of misbehaviour in the Australian finance sector.
Stewardship codes are a relatively new phenomenon in corporate governance, designed to encourage institutional investors
to become more active and responsible shareholders. In the years since the United Kingdom introduced its stewardship code
in 2010, many other jurisdictions have followed suit. It is highly likely that stewardship codes will continue to proliferate
across the globe in much the same way that corporate governance codes have since the 1990s. This paper examines the
nature, purpose and likely effectiveness of stewardship codes and considers whether New Zealand could benefit from such a
code. The concept of investor stewardship raises many questions, both practical and theoretical, which are explored through
an analysis of existing codes. Is stewardship likely to be a cost-effective method for improving corporate governance; is it
feasible in practice; and what does it mean for the role of boards of directors of listed companies? Lastly, the article considers
the potential for stewardship codes to promote corporate sustainability.
Chelliah, J, Boersma, M & Klettner, A 2016, 'Governance Challenges for Not-for-Profit Organisations: Empirical Evidence in Support of A Contingency Approach', Contemporary Management Research: an international journal, vol. 12, no. 1, pp. 1-22.View/Download from: UTS OPUS or Publisher's site
This article presents empirical evidence of the governance challenges faced by Australian not-for-profit (NFP) organisations. There is a dearth of academic research in the not-for-profit sector on issues of governance. Using survey and interview data, we explore what NFP leaders believe are key governance challenges, and what this means for theory and practice of NFP governance. We demonstrate that the effectiveness of governance systems is influenced by internal and external contingencies that NFP organisations face, such as variations in board roles, stakeholder and membership demands, funding arrangements, board member recruitment processes, skills of board members, and resources for training and development. We argue for a shift of focus away from prescriptive and normative NFP governance models, and contend that generic best practice governance standards for NFPs ought not to be further pursued, and that a contingency approach is more promising.
Klettner, AL 2016, 'Corporate Governance Codes and Gender Diversity: Management-Based Regulation in Action', University of New South Wales Law Journal, vol. 39, no. 2, pp. 715-739.View/Download from: UTS OPUS
Over the last two decades corporate governance codes have become a popular method of regulating corporate behaviour worldwide. Many stock exchanges now use the 'comply-or-explain' mechanism to encourage adoption of corporate governance practices seen to be beneficial to listed companies and their stakeholders. The proliferation of these codes in recent years has been dramatic: 24 countries were reported to have a code of corporate governance in place in 1999; 64 countries in 2008; and 93 countries had provided their codes to the European Corporate Governance Institute in 2015.
The aim of this article is to explore how these codes take effect in terms of altering organisational behaviour. In order to do this the article takes part of the Australian corporate governance code (ASX code) as a regulatory case study. It analyses the corporate response to the ASX code's recommendations on gender diversity shortly after their introduction. By doing so the article is able to provide insights into the way in which code recommendations are implemented by companies and the management processes that can be instigated as a result of this kind of soft regulation.
Klettner, AL, Clarke, T & Boersma, M 2016, 'Strategic and Regulatory Approaches to Increasing Women in Leadership: Multilevel Targets and Mandatory Quotas as Levers for Cultural Change', Journal of Business Ethics, vol. 133, no. 3, pp. 395-419.View/Download from: UTS OPUS or Publisher's site
While substantial evidence is emerging internationally of positive increases in the participation of women on company boards, there is less evidence of any significant change in the proportion of women in senior executive ranks. This paper describes evidence of positive changes in the number of women on boards in Australia. Unfortunately these changes are not mirrored in the senior executive ranks where the proportion of women remains consistently low. We explore some of the reasons for these disproportionate changes and examine the likely effect of the recent amendments to the Australian stock exchange's corporate governance code designed to improve gender diversity both on boards and throughout organisations. Based on the early corporate response to these regulatory changes, it is interesting to consider whether Australia's approach in promoting voluntary self-regulation at the corporate level may be as effective in the long run as the emerging trend in Europe to apply legislated quotas for female corporate board representation. Interview evidence is presented suggesting that the primary reasons for the lack of women in leadership are not simply lack of opportunity at the apex of the corporation, but issues at mid-management level that are unlikely to be resolved by mandatory board quotas. In some circumstances carefully monitored voluntary targets may be more effective at promoting cultural and strategic change at the heart of the corporation. In summary, mandatory quotas (set through hard law usually with sanctions for noncompliance) may achieve early and significant results in terms of female board representation. However, voluntary targets for women's participation on boards and in executive ranks (proposed in soft regulation such as corporate governance codes and set as part of corporate strategy) may promote more effective cultural and practical change in support of greater representation of women in leadership.
Klettner, A, Clarke, T & Boersma, M 2014, 'The Governance of Corporate Sustainability: Empirical Insights into the Development, Leadership and Implementation of Responsible Business Strategy', Journal of Business Ethics, vol. 122, no. 1, pp. 145-165.View/Download from: UTS OPUS or Publisher's site
This article explores how corporate governance processes and structures are being used in large Australian companies to develop, lead and implement corporate responsibility strategies. It presents an empirical analysis of the governance of sustainability in fifty large listed companies based on each company's disclosures in annual and sustainability reports. We find that significant progress is being made by large listed Australian companies towards integrating sustainability into core business operations. There is evidence of leadership structures being put in place to ensure that board and senior management are involved in sustainability strategy development and are then incentivised to monitor and ensure implementation of that strategy through financial rewards. There is evidence of a willingness to engage and communicate clearly the results of these strategies to interested stakeholders. Overall, there appears to be a developing acceptance amongst large corporations that efforts towards improved corporate sustainability are not only expected but are of value to the business. We suggest that this is evidence of a managerial shift away from an orthodox shareholder primacy understanding of the corporation towards a more enlightened shareholder value approach, often encompassing a stakeholder-orientated view of business strategy. However, strong underlying tensions remain due to the insistent market emphasis on shareholder value. © 2013 Springer Science+Business Media Dordrecht.
Klettner, AL, Clarke, T & Boersma, M 2013, 'The impact of soft law on social change: Measurable objectives for achieving gender diversity on board of directors', Australian Journal of Corporate Law, vol. 28, pp. 148-176.View/Download from: UTS OPUS
In 2010 the Australian Securities Exchange's Principles of Corporate Governance were amended to include three new recommendations dealing with gender diversity in listed corporations. The recommendations suggest that companies implement a diversity policy, set measurable objectives for achieving gender diversity and measure the number of women at various levels of the organisation. This article examines companies early response to the amendments. It presents an empirical analysis of the disclosures made by ASX 200 companies in their 2011 annual reports. The article builds on and develops research carried out by the authors for the 2012 Australian Census of Women in Leadership which found that, although the number of women on corporate boards had increased since 2010, there was not a similar increase in women in senior executive teams. It presents evidence that there are positive changes being implemented in the majority of ASX 200 companies that should, over time, make a difference to the ability of women to reach positions of leadership. The Australian approach of encouraging change through organisation-wide policy improvements and targets will hopefully improve female representation along the length of the pipeline to leadership and not only at the top. The ASX policy was formulated in the context of an international debate regarding the relative benefits of quotas and targets in achieving gender diversity on boards. In major European countries mandatory quotas were adopted, while in Australia and other countries voluntary targets set. Quotas secure substantial change through compliance, while targets may encourage change through strategic initiatives. This research examines early evidence of the impact of both hard and soft law on social change
Launching the 2012 Australian Census of Women in Leadership, the Governor General of Australia Quentin Bryce was able to announce a significant increase in the number of women on ASX 200 boards to 12.3 per cent of directorships, up from 8.4 per cent in 2002. Successive earlier Equal Opportunity for Women in the Workplace Agency (EOWA) censuses conducted over the ten years since 2002 had indicated no significant improvement in female board representation. However, now a breakthrough has occurred.
Over the last ten years, the practice of conducting performance evaluations of boards of directors has become commonplace in large corporations. Not only is the process widely established but it is seen as an essential tool in achieving better board performance and effectiveness.
Klettner, AL, Clarke, T & Adams, MA 2010, 'Corporate governance reform: An empirical study of the changing roles and responsibilities of Australian boards and directors', Australian Journal of Corporate Law, vol. 24, pp. 148-176.View/Download from: UTS OPUS
This article draws together some of the legal and management literature relevant to the theory and design of qualitative empirical research in the field of corporate governance. It goes on to describe the methodology used by the authors in a project involving interviews with representatives of 67 Australian companies. One of the aims of the project was to examine the changing roles and responsibilities of company boards and directors following legal and regulatory reform.It is only through improving our knowledge of the day to day processes occurring in board rooms that we can really understand the complex relationship between the regulatory framework and the control of corporations in practice. Our evidence was that with regard to the Australian corporate governance framework, over-regulation is not as critical an issue as often suggested, instead the âcomply or explainâ mechanism is well understood and permits sufficient flexibility for companies to find an acceptable cost-benefit balance.
Clarke, T & Klettner, AL 2009, 'Regulatory responses to the global financial crisis - the next cycle of corporate governance reform?', Keeping Good Companies, vol. 61, no. 5, pp. 280-286.View/Download from: UTS OPUS
The causes of the global financial crisis are complex and multidimensional. A combination of factors including low interest rates, highly complex financial products, poor risk management and excessive incentive schemes contributed to the spectacular failure of many financial institutions, which in turn has damaged the wider international economy. The long-term policy response to deal with the crisis has focused on issues of transparency, disclosure, and risk management. The coordinated global effort to rebuild the financial system and restore economic growth has three essential dimensions: containing the contagion and restoring market operations coping with long-term systemic problems aligning international regulation and oversight of financial institutions.
Over the last five years, corporate governance has proved an insistent issue in the boardrooms of Australia. In March 2003, the Australian Stock Exchange (ASX) Corporate Governance Council launched its Principles of Good Corporate Governance and Best Practice Recommendations (the guidelines). The following year amendments to the Corporations Act 2001 came into force, designed to improve corporate accountability and auditing practices. In annual reports for 2004-2005, Australian corporations were asked to disclose more information about their corporate governance practices than ever before. This prompted a review of existing governance structures and procedures against those recommended or required by the new regulation.
Klettner, AL 2004, 'Protection of the Environment During Armed Conflict: One Gulf, Two Wars', Review of European Community and International Environmental Law, vol. 13, no. 2, pp. 201-213.View/Download from: UTS OPUS
This article is concerned with the role of international law in the protection of the natural environment 1 during armed conflict. It is an issue that last attracted the worlds attention in 1991 when Iraq released enormous quantities of oil into Kuwait and the Persian Gulf as part of its tactics in the first Gulf War (Gulf War I). 2 We now approach the issue following a second war in the Gulf (Gulf War II), in which the environmental damage appears to be less than in 1991, but still significant. 3 Although there was no repeat of the devastating oil pollution of 1991, damage from Gulf War II included atmospheric pollution from oil fires, 4 depleted uranium contamination, 5 damage to fragile desert ecosystems 6 and water pollution from disrupted waste management systems.
This paper draws on research into the corporate governance practices of small and medium enterprises (SMEs) listed on the Australian Securities Exchange. Interviews were conducted with the directors and/or company secretaries of 19 SMEs. The aim of the research was to explore not only SME corporate governance structures and processes but how SMEs had chosen to implement the Principles and the reasons for their choices. The paper addresses the issue of whether the ASX Corporate Governance Principles and Recommendations were appropriate for SMEs. It describes the SME responses to the requirements, how these differ from those of larger companies, and how these differences impact on small companies.
dela Rama, M, Klettner, A & Lester, M 2019, 'Cui bono? Corruptors and the corrupted – Corporate governance and corruption: the roles and responsibilities of the private sector.' in Ellis, J (ed), Corruption, Social Sciences and the Law Exploration Across the Disciplines, Routledge, London, pp. 78-100.View/Download from: UTS OPUS
How can the work of each discipline contribute to the work of whole and, as such, improve our work in and understanding of anti-corruption? This book seeks to answer these questions and to understand the phenomenon more comprehensively, while this chapter looks at the roles and responsibilities of the private sector on corporate governance and corruption.
Klettner, AL 2017, 'Governing corporate responsibility: the role of soft regulation' in Aras, G & Ingley, C (eds), Corporate Behavior and Sustainability: Doing well by being good, Routledge, London and New York, pp. 83-102.View/Download from: UTS OPUS
Klettner, AL 2012, 'Corporate governance and the global financial crisis: The regulatory response' in Clarke, T & Branson, D (eds), The SAGE Handbook of Corporate Governance, SAGE Publications Ltd, London, pp. 556-584.View/Download from: UTS OPUS
Corporate governance regulation invariably follows the business cycle. In times of crisis and collapse there is public pressure to increase regulation in order to prevent similar problems occurring in future. When the economy is booming, serious consideration of corporate governance regulation is confined to the desks of company secretaries, regulators and interested academics. This is not to say that corporate governance practices are abandoned in good times, only that the status quo is accepted and there is less impetus for review and improvement.
Clarke, T & Klettner, A 2010, 'Corporate governance and the Global Financial Crisis: The regulatory responses' in Tourani-Rad, A & Ingley, C (eds), Handbook on Emerging Issues in Corporate Governance, World Scientific Publishing, Singapore, pp. 71-102.View/Download from: UTS OPUS
The book highlights emerging topics in key areas of corporate governance with special emphasis on traditionally unexplored issues. It also aims to stimulate thinking and debate on vital aspects of practice and approaches to corporate governance. The topics covered in this book deal with timely subjects, written by eminent academics and renowned professionals with outstanding expertise in their respective fields, who bring to fore the latest theories and provide an up-to-date overview of the extant literature on each topic. More importantly, they draw readers attention to implications for future research and developments. The book not only contributes to the academic literature but also improves the decision making of regulators and investors. Aimed at advanced undergraduates and graduate students in business and management; investment professionals, policy makers, general business.
Clarke, T & Klettner, AL 2009, 'Implementing corporate social responsibility: A creative tension between regulation and corporate initiatives?' in Aras, G & Crowther, D (eds), Global Perspectives on Corporate Governance and CSR, Gower Publishing/Ashgate, Surrey, England, pp. 269-312.View/Download from: UTS OPUS
Clarke, T & Klettner, AL 2009, 'The development of corporate governance in Australia' in Jolly, A & Burmajster, A (eds), The Handbook of International Corporate Governance, Institute of Directors and Kogan Page, London and Philadelphia, pp. 334-345.
A well-established corporate governance framework should ensure that corporate boards effectively monitor managerial performance and achieve an equitable return for shareholders - reinforcing the values of fairness, transparency, accountability and responsibility. But new legislation - notably the Sarbanes-Oxley Act in the US, and the UK's Companies Act - means new duties and benchmarks for directors and senior managers, particularly for those with cross-jurisdictional responsibilities. With commentary from the World Bank, BP, 3i, PricewaterhouseCoopers and Watson Wyatt, "The Handbook of International Corporate Governance" looks at shareholder rights and directors' responsibilities, issues relating to control and disclosure, and the relevant legislation and codes of practice. There is a major section of the book that provides coverage of corporate governance practice for 21 separate jurisdictions, as well as five regional overviews, with each profile focusing on key areas such as the development of laws, models and codes; board structures; shareholder rights; disclosure and transparency; responsibility; directors; and, executive pay and performance.
Klettner, A 2019, 'Finding the balance between profit and purpose: Should Australia create a legal structure for social enterprise?', Corporate Law Teachers Association Conference, Auckland, New Zealand.
Klettner, A 2019, 'Finding the balance between profit and purpose: Should Australia create a legal structure for social enterprise?', Corporate Law Teachers Association Conference, Auckland, New Zealand.
Klettner, A, Clarke, T & Boersma, M 2019, 'Corporate responsibility and financialisation in the international banking sector: the limits of current governance systems', European Academy of Management, Lisbon, Portugal.View/Download from: UTS OPUS
Klettner, AL 2018, 'The Impact of Stewardship Codes on Corporate Governance and Sustainability', European Academy of Management Conference, Reykjavik.
Klettner, AL 2016, 'Corporate governance codes: Defining the role ofthe board through policy and practice', Corporate Law Teachers Association Conference, Sydney.
Chelliah, J, Boersma, M & Klettner, A 2015, 'Governance Challenges for Not-For-Profit Organisations: Empirical Evidence in Support of a Contingency Approach', Australasian Conference on Business and Social Sciences 2015, Sydney, Sydney.View/Download from: UTS OPUS
Klettner, AL 2015, 'Governing Organisational Risk management: Thresholds of Value', Asia-Pacific Researchers in Organisational Studies and European Group for Organisational Studies, Sydney.
Klettner, AL 2015, 'Management-based Corporate Regulation as a Force for Social Change', Society for the Advancement of Socio-Economics, London.
Clarke, T & Klettner, A 2014, 'Advancing Women in Leadership: Multi-Level Targets and Mandatory Quotas Impact on Cultural Change', European Academy of Management, Valencia, Spain, pp. 1-40.View/Download from: UTS OPUS
Clarke, T, Chelliah, J, Klettner, A & Boersma, M 2014, 'Governance Challenges for Not-for-Profit Organisations: Empirical Evidence in Support of A Contingency Approach', 28 th ANZAM Conference 2014, Australian and New Zealand Academy of Management Conference, ANZAM, Sydney, pp. 1-11.View/Download from: UTS OPUS
ABSTRACT: This article presents evidence of the governance challenges faced by Australian not-for-profit (NFP) organisations. We find a key challenge for NFPs is recruiting individuals with appropriate skills, as directors are volunteers often elected by the membership and frequently lack relevant experience. Another issue is balancing the needs of a diverse constituency with competing demands. We find that the often proposed solution to this challenge – stakeholder representation on boards – can further hinder the recruitment of suitable directors and create tensions detrimental to board effectiveness. We argue to shift focus away from normative governance models towards a contingency approach and posit a role for a national NFP sector regulator in assisting to develop appropriate governance systems according to contextual factors.
Clarke, T & Klettner, AL 2010, 'Corporate Governance: Investigating the Reform of Boards and Directors', 2010 European Academy of Management EURAM, SYMPOSIUM 1: Management in Tommorowland: Exploring the challenges & the seeds of sustainable management, European Academy of Management EURAM, Tor Vergata University, Rome Italy, pp. 1-39.
CHAIR TRACK 7: Corporate Governance and the crisis of financialisation This paper draws together the legal and management literature relevant to the theory and design of qualitative empirical research in the field of corporate governance. It goes on to provide a detailed description of an empirical project carried out by the authors. This project involved interviews with representatives of 67 Australian companies, ranging in size from large multinationals to small start-ups, and was designed to investigate the response of those companies to legal and regulatory developments in the area of corporate governance. This paper will discuss the theoretical issues and practical difficulties of qualitative empirical research as well as its value in better understanding complex regulatory systems. The later part of the paper will highlight some of the key findings of our project within the context of the relevant legal and regulatory environment.
Klettner, AL 2007, 'Areas for Future Corporate Governance Reform in Australia: Lessons from the James Hardie Saga', Law and Society Conference, Law and Society Conference, Law and Society Conference, Berlin.
Klettner, AL 2007, 'Moving from Unthinking Compliance to Intelligent Engagement in the Reform of Corporate Governance', Law & Society Conference, Berlin.
Klettner, A, Hodge, C, Lehuede, H & Sheehy, T The Institute of Chartered Secretaries & Administrators 2018, Shareholder engagement: The state of play, pp. 1-62, United Kingdom.View/Download from: UTS OPUS
Issuers and investors around the world believe that while stewardship codes have a role to play in promoting greater shareholder engagement, demand from issuers and investor's clients is the real driving force behind greater engagement. This is the finding of global research by The Institute of Chartered Secretaries and Administrators (ICSA) with the assistance of senior staff at the Organisation for Economic Co-operation and Development (OECD).
Shareholder engagement: The state of play found issuers in developed markets believed that the most significant driver for improvement had been international trends for greater engagement, while change in ownership was the most frequent reason given for emerging markets. On their part, investors often cited increased client demand for active oversight or investment approaches that take account of environmental, social and governance (ESG) factors as being the main driver for their engagement.
Clarke, T & Klettner, AL Financial Services Institute of Australasia (FINSIA) 2007, Tip of the Iceberg? Corporate Social Responsibility and Sustainability: The new business imperatives? An International Comparison, pp. 1-52, Sydney, Australia.View/Download from: UTS OPUS
A substantial increase in the range, significance and impact of corporate social and environmental initiatives in recent years suggests the growing materiality of sustainability. Once regarded as a concern of a few philanthropic individuals and companies, corporate social and environmental responsibility is becoming established in many corporations as a critical element of strategic direction, and one of the main drivers of business development, as well as an essential component of risk management. Corporate social and environmental responsibility (CSR) is rapidly moving from the margins to the mainstream of corporate activity, with greater recognition of a direct and inescapable relationship between corporate governance, corporate responsibility, business performance and sustainable business development.
This article presents empirical evidence of the governance challenges faced by not-for-profit (NFP) organisations. Drawing on interviews and survey data, the paper explores perceptions of NFP leaders concerning governance challenges, drawing implications for theory and practice.
The research shows that NFPs face internal and external contingencies that determine the effectiveness of governance systems. The study finds that considerable variation in the roles of boards exists. This has theoretical consequences as the usefulness of stewardship, agency,
resource-dependence and stakeholder theory varies according to the directives of NFP boards, and it provides empirical evidence in favour of taking a contingency approach towards theories concerning NFP boards. The study further shows that director recruitment is challenging,
particularly for NFPs with membership-based board models, as the constitution often determines a pool from which directors must be sourced.