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PERTH-BASED · NATIONAL SUPPORTASX-LISTED · MINING & RESOURCES SPECIALISTS(08) 6103 5006 · INFO@RGCADVISORY.COM.AU
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ADVISORY / GOVERNANCE, RISK & COMPLIANCE
BOARDS & GENERAL COUNSEL

Governance, Risk & Compliance

Governance that runs quietly in the background — until a regulator, auditor or acquirer asks to see it. Activated through integrated systems, not static document sets.

Charters · Policies
Built & operated
Decisions · Risks
Logged & audit-ready
Governance systems
Not just documents

Good governance is not glamorous, but it does not need to be time-consuming or complex either. The work is unflashy by design: charters, policies, decision registers, conflict protocols, minutes discipline. Done properly, it sits in the background and does its job. Done poorly, or not at all, it is the first thing a regulator, auditor, acquirer or court asks to see.

The value of getting the basics right is that it eases the path through every other event a company faces. A regulator enquiry, a transaction, an audit, a due diligence process, a board succession: each of these goes faster, costs less and carries less risk when the underlying governance record is already in order. Most of the cost and disruption in these events comes from reconstructing what should already exist.

This is not a large-company problem. Small caps, boutique businesses and growth-stage companies benefit at least as much as ASX 200 entities, often more. The smaller the team, the more damaging a distraction becomes — and the greater the return on having processes, registers and records that run quietly in the background while management focuses on the core business.

Where we differ from conventional legal advisers is that we activate governance through integrated systems rather than delivering it as a static document set. Governance, in practice, is having the right data available at the right time to support a defensible decision — by management, by the executive, or by the board. Spreadsheets and checklists do not do this. Our advisers combine legal and regulatory expertise with the systems capability to design, implement and operate the infrastructure that makes governance functional rather than ornamental. It is a capability conventional firms do not offer, and one that gives boards and general counsel the confidence to retire the spreadsheets.

COMMON SCENARIOS

When clients engage this practice.

You're preparing for a transaction or due diligence

Charters, registers and approvals already in order means diligence runs faster, costs less and surfaces fewer remediation requests. We rebuild the governance record so it lands clean.

You've had a board or chair change

Quick reset of how the board works — skills audit, charter review, onboarding programme — without disrupting the board's rhythm. New chair walks into documentation that supports them, not one that needs rebuilding.

You're managing a conflicts or related-party disclosure

Process, register entries, recusal protocols, board paper. Documentation that holds up under external review because the underlying process is defensible.

Your board needs a privileged investigation

Whistleblower disclosure, suspected breach or governance issue surfaced in audit — scoping, evidence collection, interview discipline, findings, board reporting. Privileged from day one and structured to survive external review.

You're a director thinking about personal exposure

Duties refresh, decision-making framework, defensible record-keeping. The work is privileged; the output is practical.

Your governance runs on spreadsheets and inboxes

We replace the document-set approach with integrated systems — decisions, risks, policies and approvals run from a single source of truth. Auditable, queryable, quiet in the background.

WHAT WE DO
  • Board governance reviews & skills matrix
  • Charter, policy and committee design
  • Director duties & fiduciary advice
  • Decision registers, risk logs & approval workflows
  • Director onboarding & uplift programmes
  • Conflicts, related-party and remuneration policy
  • Governance systems design & operation
  • Privileged investigations & board-led reviews
COMMON QUESTIONS
How do you handle conflicts management for boards?

Structured disclosure, register design, recusal protocols. We draft policy, train directors on application, and audit periodically. The work survives external scrutiny because the documentation does.

Do you maintain legal privilege over internal investigations?

Yes — investigations are scoped and run under legal privilege from day one. Privilege is fragile and depends on how the work is structured early; we get that right at the start.

Can you act as independent reviewer?

Yes — a common engagement. Independent of internal counsel, written to be readable by the board and the regulator alongside it.

How is your governance work different from a typical law firm's?

Most firms deliver governance as a document set and leave the operating discipline to the company. We design the documents and the integrated systems that operate them — so decisions, registers and approvals run from a single source of truth instead of dispersed across spreadsheets and inboxes.

Engage the Governance, Risk & Compliance practice.

Named principal on every matter. Senior advice. No junior hand-offs.

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