Carolyn Pugsley
Carolyn is a senior partner in the market-leading Head Office Advisory Team (HOAT), with deep corporate governance and Board advisory experience.
Carolyn guides clients in establishing governance systems and structures, responding to emerging governance issues and market trends, and navigating sensitive board-level matters. Carolyn works closely with a number of ASX 100 clients (including several ASX 20 companies) across a range of sectors, with a particular focus on energy and resources, consumer, pharmaceutical and healthcare sectors. In addition, Carolyn assists public sector and other non-listed entities, including not-for-profit entities, on strategic governance and board-level issues.
Carolyn plays an active role in the firm’s ESG, sustainability and responsible business and cyber risk advisory practices, leveraging her expertise across directors’ duties, market disclosure and development of robust governance and risk frameworks.
Drawing on her broad corporate exposure and market practice insights, Carolyn provides her clients with practical guidance that is tailored to their specific circumstances (including size, culture, risk appetite, regulatory environment and stakeholder expectations). As a member of Herbert Smith Freehills’ Head Office Advisory team, Carolyn is a thought leader on governance issues and is involved in shaping policy through connections with regulators and peak bodies.
She has been listed as a leading Corporate Governance lawyer in the Australian Financial Review ‘Best Lawyers’ guide’ since 2014.
Background
Carolyn holds a Bachelor of Law (Honours) and Bachelor of Arts from the University of Melbourne and an MBA from the Australian Graduate School of Management, where she was the top student in her graduating class.
Experience & expertise
Selected matters
- Climate governance – Supporting multiple ASX 50 clients across sustainability reporting (including ‘gap analysis’ exercises bridging Australian and international reporting frameworks), governance frameworks and approach to target-setting, ‘greenwashing’ reviews, investor engagement and responding to shareholder activism.
- Market disclosure – Advising on all aspects of market disclosure including navigating difficult disclosure issues in ‘real time’, optimising disclosure systems and processes and engaging with regulators.
- Board effectiveness – Supporting ASX listed, public sector and not for profit clients on review aspects of Board effectiveness and performance, spanning areas such as conflicts of interest management, Board meeting and reporting cadence, Committee composition and remits.
- Shareholder activism – Working with ASX 50 clients in responding to activism from NGOs and institutional investors, including in the context of contested elections and requisitioned resolutions.
- CEO and Board succession – Guiding clients through sensitive CEO, senior executive and director succession issues.
- Remuneration and incentives – Supporting clients to structure, document and disclosure remuneration and incentive arrangements for senior executives and directors, including advice on equity plans and termination benefits.
- Bespoke governance reviews – Acting for not-for-profit, public sector and private entities on bespoke governance review and restructure exercises.
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