To What Extent Do Peter And Jane Have The Duties Of Director

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:

A director has a duty of care and diligence in to the company. The Corporations Act of Australia (2001) states that:

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)

of the finance and audit committee. He has filed a notice of motion seeking to

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.

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.

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.

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).

Non-executive directors contribute in the company by offering external knowledge experience and it will be a good resource to provide external communication to the company (Ifc.org, 2017). Based on recent study Li et al., (2011) in China they found a gap in role and effectiveness of nonexecutive directors, also another study (Hooghiemstra and Van Manen, 2004) show the same gap in the Netherlands. On the other hand, in the UK based on (Financial Reporting Council, 2012, para. A.4) it clarifies the role of nonexclusive directors, which they should be united and help to develop

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.

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

Directors are the one who manages and directs the company. Therefore, there powers must be exercised not only in the manner required by law but also for the benefit of the company in its processes and profits as the main purpose of the company is to make profit. If a company fails to make profits, they have no other option but to shut down. Also, directors have to follow laws which are under Corporations Act 2001 which consists of duties of directors and their responsibilities (Mills vs Mills).

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.

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.