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This paper aims to examine how directors operationalise Australian corporate governance guidelines to follow their self-regulatory responsibilities.

This study consists of semi-structured, in-depth interviews with 41 directors of ASX200 companies.

This study sheds light on how directors behave when grappling with the challenges they face as they work within a non-mandatory governance code. It adds to the literature by finding that while most of the good practice guidelines detailed by the ASXCG are well understood and enacted, in practice directors focus on ensuring strong relationships, minimising risk and managing the tensions they face in responsibly managing remuneration.

This study highlights the three R’s and the workings of the code, it also reveals the dynamics of managing uncertainty at the board level. At the implementation level, these insights will help board members to reflect on where attention is focused within guiding principles.

This study contributes to corporate governance studies by filling the gap between what should happen – as per governance guidelines – and what does happen in practice in top level Australian corporations. In making visible what exercises directors most as they operationalise their responsibilities in Australia, a country with a non-mandatory “if not, why not” governance code, the authors demonstrate how self-regulation plays out.