YU PAN
Professor Pooja Kumar
LAW 202
14/10/2016
Australia Corporation Law
Who are directors of company?
A director is a person in company who leads or supervises a particular area while the company is developing. These persons have similar duties and play different roles. In more details, “director” that cleared in S9 of the Corporations Act 2001 means that:
● A person validly appointed as a director or an alternate director;
● A person, even though not validly appointed as a director, if that person acts in the position of a director (‘de facto’ director);
● A person, even though not validly appointed as a director, if the directors are accustomed to act in accordance with that person’s instructions or wishes (‘shadow director’). For simplicity, the term ‘director’ will be used in this Director Q&A to refer to all those who are considered to be directors.
What are their duties of directors under Australia Corporation Law? There are two main aspects to thinking about duties of directors under Australia Corporation Law: general law duties and statutory duties. More exactly, these duties include: duty to retain discretions, duty to avoid conflicts, duty to act in good faith in the interest of the company, duty to use power for a proper purpose, and duty to act with reasonable care and diligence. (ASIC, 2016).
Also, as our lecture mentioned, S588G states that Directors have a duty to prevent their company incurring debts when the company is insolvent or would
Firstly, the role of a director is important because they have to make sure they have someone that can manage all aspects of the company and they can make sure
Directors are not expected to be cyber police micro-managing the company’s Chief Information Officer or personally testing the company’s file servers, even if you have the expertise to do so.
The potential directors that were interviewed were persistent with wanting to control everything that’s going on in the office and making sure that they are over every decision that are being made. They want to be the go to person for everything that is happening in the office. They were treating it like a dictatorship rather then a peaceful environment where everyone can work at their own pace as long as they accomplish deadlines.
This research report documents the findings of an empirical study of judicial findings (of superior courts) relating to the duty to prevent insolvent trading. The duty to prevent insolvent trading is the most controversial of the duties imposed upon company directors.
According to UK Law, the directors should act in good faith in the interest of the company, and exercise care and skill in carrying out their duties. The Company Law Reform Bill (2005) defines, in section 154-161, the directors’ duties as follows:
In large corporations the success or failure of the company is the responsibility of the board of directors. According to Richard DeGeorge, “The members of the board are responsible to the shareholders for the selection of honest, effective managers, and especially for the selection for the CEO and of the president of the corporation.” (p. 202). The board members have a moral responsibility to ensure the corporation is run honestly, in respect to its major policies, and to ensure the interests of the shareholders are satisfied. The next responsibility within a corporation is the responsibility management has to its board of directors. DeGeorge writes, “It must inform the board of its actions, the decisions it makes or the decisions to be made, the financial condition of the firm, its successes and failures, and the like.” (p. 202). The management of the corporation is morally obligated to
First of all, the role of a Director is important since they need to ensure they have somebody that can deal with any aspects of the business and they can ensure that they can deal with every one
Although each member has specific role, they all are strategically aligned. The CEO role is to manage the entire company. With this function, the CEO is much involved in succession planning for the company. The board of director’s role is assist with any decision making for the company. Mlot and Sorensen (2013) mentions that five board members provide practical advice to HR organizations regarding succession planning. Human resource role is recruiting and developing talent. With this function, human resource plays a critical role in selecting and developing talent for succession
There is a conflict of interest involved between the two parties. As mentioned in the Business Corporation Act of Ontario which claims that every director and officer of a corporation within his powers act honestly and in good faith and must vote in best interest of the corporation. Also, the director should exercise the care, diligence and skill that a reasonable person would exercise in this situation.
Some directors may depend more upon their art directors for input into the film's overall appearance. "A film art director acts as the administrator of tasks performed by each member
The removal of a director by the board in the FDC case creates legal and ethical issues, which ultimately led to the onset of commercial issues. Despite the legal, ethical and commercial issues, this case is strongly indicated that there are some problems in the mechanism of removal directors stipulated in the Corporations Act 2001 (Cth) (“Corporations Act”) S 203D and S 203E. This indication is underpinned by some cases in the Australian court in which directors are removed also by the board. Therefore, this paper will analyse the legal, ethical and commercial issues regarding with the removal of FDC’s director, discuss the problem in the procedure of removal directors stipulated in the legislation, and compare other regulations in the common law and civil law countries. Finally, drafts of new mechanism of dismissal directors will be provided in this research to reform Section 203D
It is the board's responsibility to consider and authorize a suitable remuneration package for the company's chief executive officer (CEO), make recommendations with respect to the attractiveness of dividends and dividends pay out, approve stock splits, form the audit committees, approve the company's financial statements, oversee management’s involvement in the shareholders and other stakeholders long-term interests and recommend or discourage major decisions such as acquisitions and mergers.
Section 588G, which is related with the presumption of the company insolvency incurring of a debt. James Hardie breached the corporation act in this section in terms of not prevent the insolvency to paid the asbestos claims.
To appreciate why Director is a difficult position to hold, the best place to start may be with the institution of Athabasca University itself.
An art director is a “person in an advertising agency responsible for ideation and the art and design decisions” (What Does an Art Director Do, 2). This person works alongside people such as copywriters and designers to make decisions on the over-all design, artwork choices and layouts (Sokanu). These teams can work in multiple areas of the media, such as television, film, live theatre, magazines, advertisers, or video games (Sokanu).