Elite Law 202 Corporate Law 法律 assignment 代写
Who are directors of company?What are their duties of directors under Australia Corporation Law?
• Give a short history of the evolution of director’s duties and responsibilities.
Please enumerate their duties and responsibilities today. Are their duties the same in proprietary companies and public companies?
• Explain the consequences should directors contravene the law and the remedies available.
• What do you see in the future direction of director’s duties in Australia?
• Please cite relevant case law and the statutes in your answer and provide proper references.
CHAPTER 12 Directors
Topic Overview
Directors
Proprietary company: at least one director needed needed
Public company: at least three directors needed
“A director is essential component of corporate governance. Each director is placed at the apex of the structure of direction and management of a company. The higher the office that is held by a person, the greater the responsibility that falls upon him or her..,A board should be established which enjoys the varied wisdom, experience and expertise of persons drawn from different commercial backgrounds…
…A board should be established which enjoys the varied wisdom, experience and expertise of persons drawn from different commercial backgrounds…A director is not relieved of the duty to pay attention to the company’s affairs which might reasonably be expected to attract inquiry, even outside the area of the directors expertise…” ASIC v Healy (Centro case)
Roles & Types of Directors
-to manage and supervision the business of the company
-”the business of the company is to be managed by or under the direction of the directors”: replaceable rules, s 198A CA 2001
-need not be members
-managing: small companies
-supervising: large companies
-collectively in properly constituted board meeting unless delegated to the MD or Committees (remuneration, audit, project)
Roles & Types of Directors
-Executive: full time and employee
-Non-executive: part-time and not employee
-Managing director (CEO): in charge of managing the coy day to day
“to deal with every day matters, o supervise the daily running of the coy, to supervise the other managers, and indeed, generally, be in charge of the business of the company.” Entwells Pty :td v National and General Insurance Co Ltd
Chair: exercise procedural control over a meeting and signs minutes of meeting
Australian BOD
-68% of companies: 4 to 7 directors
-89% of the companies:4 to 9 directors
-Large companies more directors
-77% of directors non executive
-82% of directors non executive in 50 largest companies
-Average age: 60
-9.6% women
-16.3% women, 50 largest companies
-2.3% chair women
-4.2% chair women in 50 largest companies
-97% have audit committees (100% in 50 largest companies)
-89% have remuneration committees (100% in 50 largest companies)
Australian BOD
-Average remuneration by non executive chairperson $241,687
($519,306n in 50 largest companies)
-Average remuneration by non executive director $124,985)
($226,955 in 50 largest companies)
Appointment of Directors
-shareholders’ resolution passed in general meeting
-arising not by retirement at the end of the term i.e. directors die, resign, or otherwise unable to continue to act as director e.g. bankruptcy
-another director
Appointment & Removal of Directors
Appointment cont
>18 year old
-a natural person not a body corporate
-consent to appointment
-not disqualified
-added incentives to ensure the financial success of their company
-directors risking their money
Disqualification of Directors – Pt 2D.6
-protect a coy’s shareholder against further abuse of directors
-punish an offender/offending director
-generally deter improper behaviour of directors
Disqualification cont
-up to 5 years: s 206F
-’show cause’ notice requires the person to demonstrate why they should not be disqualified
-5 years’ ban
-Leave to manage – s 206G(1)
- from court ; 21 day notice to ASIC
Removal of Directors
-can remove a director if it has the power to do so under the replaceable rules or the company’s constitution
Remuneration of Directors
Payment and disclosure of remuneration and other benefits:
Division of Powers Within a Company
-day to day control and management
Elite Law 202 Corporate Law 法律 assignment 代写
Management Power of the Board – s 198A
Strong v Brough & Son (see Lipton, Herzberg and Welsh at [12.75])
Management Power of the Board cont
Shareholder Control over the Board
-In certain special situations
Members’ Rights
Ownership and Control
-Shareholders cannot override the directors and involve themselves in the management of the coy
-Separation of ownership and management
-The interests of management may diverge from interests of the shareholders
Elite Law 202 Corporate Law 法律 assignment 代写