Introduction As a shadow director, under common law, statute law and fiduciary duties, Peter and Jan should be liable to IPO Insurance Ltd. These responsibilities include duties to act in good faith, to act for a proper purpose to meet best interests of the company, and to avoid conflicts of interest. Does Peter and Jane have the duties of director? First of all, the definition of a director should be confirmed before talking about the duties of director. In Section 9 of the corporations, director can be defined as a person who in accordance with whose instruction the board is accustomed to acting, that is, a shadow director. In Standard Chartered Bank of International Ltd v Antico (1995) 38 NSWLR 290 , the court found that Pioneer was a
Bill is a 34-year-old White male from Wichita, Kansas. He is an accountant that is currently engaged to Sue. Bill is a member of the Westboro Baptist Church is hates gays and the Jewish population. Additionally, this church protest the funerals of dead soldiers and victims of other crimes because they believe that God is the reason for their death because of America’s support for homosexuals (God Hates Fags, 2016). The Westboro Baptist Church is classified as a hate group by the Southern Poverty Law Center (Southern Poverty Law Center, 2016). Hate groups have been on the rise since 2000 because of the growing demographics or other racial groups and their progress in society (PBS, 2016).
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
of the finance and audit committee. He has filed a notice of motion seeking to
According to S 9, the person who is appointed to be a director or the person who is appointed to be an alternate director and is acting in that capacity, is a director of the company. (S9)
Equitable principles for directors were developed from fiduciary duties applied to trustees through common law. A director has a fiduciary duty to ensure that no conflict of interest exists between him and the company. This common law principle “the no conflict rule” was established in Keech v Sandford.7 Upholding this, Lord Cranworth LC held in Aberdeen Railway Co v Blaikie Bros,8 “And it is a rule….no one....shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting, or which possibly may conflict, with the interests of those whom he is bound to protect.” This principle was encompassed in the Companies Act 2006:
My understanding of contextual and cultural considerations in “The Handmaid’s Tale” prior to the creation of my IOP as well as listening to the understandings of other students was that this novel was just about a dystopian society which oppressed the woman in which were a part of it. Prior to, it was a belief of mine that the dystopian society of Gilead ruled its people strictly by government rule. Our discussion of Grayson and Chieko’s IOP on the government's control versus the people's control on one's self prompted a realization that throughout the novel the people mainly controlled themselves. Their IOP shows throughout the novel there are few facts pointing towards the government actually forcing the people to do everything they do. There
Preliminary Considerations With Respect To Tax, Corporate, Securities and Regulatory Law [Level 3 Practice Note]
This paper will analyze Dr Dawes, Mr Foster, Mr Huckenfusser and Mrs Duck duties in GML are designed to promote good governance and ensure that directors act in the interests of the company including putting the company’s interests ahead of their own. This paper will deal with directors’ duties, obligations, and responsibilities in relation to common law and statutory obligations.
As the roles of the Managing director and Chairman are being held by the same person (Mr Cheng Wai Keung), it is important for the group to have a lead independent director to ensure an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision-making.
The lease and marketing plan failed to expand office space and attract new clients, Butterfly had cash flow problems and sold to Xco Ltd, Consequently, Butterfly can sue promoters for the recession of the contracts or damages. In this case, there is five person involved—John, Paula, George, Robyn and Brian. Generally, Emma Silver Mining ‘s case defines a person who is involved in the creation of a new company is a promoter. John, Paula, George and Robyn undertook mining project, shared the rental cost and sometimes referred clients, i.e.: they are promoters as they took active parts in the formation of a company and generated the necessary share capital to carry on business. For Brian, an accountant providing tax service, does not act purely in his professional captivity and he agreed to purchase some non-voting shares of Butterfly. This makes him take an inactive position in Butterfly but can receive dividends. The similar facts in Mandalay’s case, RSC leaves the project to Mandalay and also gets profit from the operation, therefore Brian is a promoter, too. In summary, John, Paula, George, Robyn and Brian, as Butterfly’s promoters, automatically establish a fiduciary relationship with Butterfly.
Board of Directors- is a group of people who are legally charged to govern an organization. The board is responsible for setting strategic direction, establishing broad policies and objectives, and hiring and evaluating the chief executive officer. The chief executive officer reports to the board and is responsible for carrying out the board 's strategic policies. A board can vary widely in nature, some boards act like "governing boards", that is, they take a strong policy-making role, and expect the chief executive to operate the organization according to those policies. Some boards, despite their being legally responsible for the activities of the corporation, follow all of the directions and guidance of the chief executive (in this case, board members arguably are not meeting their responsibilities as a board). Still, other boards take a strong "working board", or hands-on role, including micro-managing the chief executive and organization.
One of many duties of a director is set under s131 of the Company Act 1993. This section of the act let know that directors must act in good faith and in what the director believes is the best interest of the company. Traditionally, the word company foretold under this section have been regarded to devote solely to the company’s shareholders. However, this notion is seen as immoral. This is because according to the notion of corporate social responsibility, business must behave ethically, represents a broader recognition of stakeholders and must take into account economic, social and environmental inputs in the way it operates. Hence, people against the notion of shareholder primacy suggest that the director should also take into account the interest of a wide range of shareholders (e.g. customers, employees, the society as a whole) in order to be deemed as moral. This conflicting opinion raised the question, “To whom are the directors responsible?” This paper will explore a number of corporate governance practices (i.e. agency theory and stakeholder theory) that are related to this issue. It begins with the explanation of each theory and the discussion of ethical and societal concerns they put forward, followed by the advantage of shareholders and the disadvantage of other stakeholders regarding remedies of director’s breach of duty from a legal viewpoint and ends with a recommendation that would best reflect a good governance practice that is consistent with the corporate
A director owes a duty of confidentiality to his or her company and must use or disclose the company’s confidential information only for the benefit of the company.
As member of the board of directors they are bound by a duty of loyalty. They must act in the best interests of the corporation and the shareholders.
Arthur, Beatrice and Charles are the de jure directors of Dynamic Developmenet plc, though they do not hold any shares in the company, they owe directors’ duties to the company, but not to the shareholder individually (Percival v Wright), and company as a whole was taken to mean the ‘corporators as a general body’, i.e. the shareholders (Greenhalgh).