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Content Type:
Director Q and A
31 Jan 2013
Directors are known by a variety of names but they all have the same duties and responsibilities regardless of their title. In this Q&A we run through the roles of several types of directors including alternate director, chairman, de facto director, executive director, independent director, lead...
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Content Type:
CDM Article
01 Sep 2012
A monthly review of the Australian Institute of Company Directors’ policy and advocacy team’s key projects and issues.
ACNC Bill Update
On 15 August, the House of Representatives Standing Committee on Economics released its report entitled: Report on the Exposure Draft of the Au...
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Content Type:
CDM Article
01 Feb 2012
Professor Bob Baxt discusses a recent court case that examined whether a director was in breach of his duties when he took up an opportunity rejected by his company.
Readers of this column will know that our law provides that directors should not allow a conflict of duty and interest to ...
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Content Type:
CDM Article
01 Aug 2010
Our new e-learning course,
Conflicts of Interest,
will help you to understand and manage them.
Conflicts of interest
Conflicts of interest are best thought of as an ethical problem with legal ramifications rather than a strictly legal issue. ...
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Content Type:
CDM Article
01 Apr 2010
Professor Bob Baxt
reviews a government proposals paper aimed at restricting access to company registers.
Protecting minorities from raids
The decision of the Full Federal Court in AXA Asia Pacific Holdings Limited v Direct Share Purchasing Corporation Pty Ltd [2009] FCAFC 15 provided a ...
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Content Type:
Media Release
04 Dec 2009
The Australian Institute of Company Directors (AICD) today welcomed proposals from the Australian Securities Exchange (ASX) on share trading by company directors and key management personnel.While a less prescriptive “if not, why not” approach, with guidelines enshrined in the ASX Corporate Governan...
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Content Type:
CDM Article
01 Nov 2009
Michael Kingston
provides some recent examples of how ASIC has used enforcement to promote good governance.
Enforcing good governance
The Australia Securities and Investments Commission (ASIC) and AICD share a similar goal – to achieve the highest standards of governance and directorship...
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Content Type:
CDM Article
01 Oct 2009
Most directors will face a conflict of interest at some time in their careers.
Domini Stuart
investigates how they could arise and how they should be handled.
The black, white and grey of conflicts of interest
Key Points
Most directors will face a conflict of interest at some po...
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Content Type:
CDM Article
01 Sep 2009
Professor Bob Baxt
reviews a recent case that exposes the difficulties of superimposing personal obligations in the context of a company structure.
The doctrine of equitable contribution
It is a trite observation that under Australian law, when a company is created, even though the compa...
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Content Type:
Position Paper
04 May 2007
This position paper addresses issues associated with director resignations and removals. A director is appointed by the shareholders of the company and can only be removed by those shareholders. Circumstances can arise which lead a director to consider resigning from the board. The decision to do so...
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Content Type:
Policy Submission
13 Apr 2007
AICD have made comments on three areas raised in the Takeovers Panel's issues paper, Insider participation in control transactions , addressing potential conflicts of interest and provision of information to potential rival bidders. A common thread to our views is that prescriptive rules are not app...
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Content Type:
CDM Article
01 Apr 2007
Takeover offers often give rise to significant conflicts of interest for senior management. Colin Galbraith examines the issues these situations give rise to for directors.
Changing control can cause conflicts
Conflicts of interest and duty affecting directors and senior management in corporat...
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Content Type:
Position Paper
22 Jan 2007
This paper has been prepared to examine the major issues and responsibilities of directors during a phase of the market where there is substantial M&A activity and private equity investment. It contains views and background material prepared by AICD. Read the position paper and associated media ...
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Content Type:
CDM Article
01 Oct 2006
As the responsibilities of company directors come under increased scrutiny, Middletons’ partner Adam Levine says ‘grey directors’ need to ensure all the checks and balances are in place if they are involved with the operations of a traditional special purpose vehicle.
Grey directors need to ser...
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Content Type:
CDM Article
01 May 2006
Professor
Bob Baxt
provides an overview of recent court decisions affecting the role and responsibility of directors. Many of the matters examined in the Law Reporter are discussed in greater detail in The Baxt Report published by Thomson Publishing.
Directors in conflic...
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Content Type:
CDM Article
01 Mar 2005
Did you think auditor independence is strictly for the auditing profession to deal with? Not any more. Auditor independence: your obligations
By Greg Pound, chief accountant, Office of Chief Accountant, Australian Securities and Investments Commission
Did you think auditor independence is stric...
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Content Type:
Policy Submission
18 Mar 2004
1. CLERP (Audit Reform & Corporate Disclosure) Bill 2003 (17/11/2003)
CLERP (Audit Reform & Corporate Disclosure) Bill 2003 Submission to Parliamentary Joint Committee on Corporations and Financial Services
2. CLER...
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Content Type:
Book
The second edition of Julie Garland McLellan's public sector board handbook, All Above Board: Great governance for the government sector, is now available.
With a new foreword by the Hon Nick Greiner AC FAICD (Life), eight chapters and 46 case studies, All Above Board 2nd Edition is a must-have...
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Content Type:
Book
The second edition of Julie Garland McLellan's public sector board handbook, All Above Board: Great governance for the government sector ebook version is now available.
You can now download this ebook to your tablet (iPad and Android), smartphone or view in a browser which supports the "epub" f...
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Content Type:
Book
Dealing with conflicts of interest is one of the most difficult tasks company directors face.
This publication provides directors with a concise, straightforward guide to different ways of thinking about conflicts of interest, the problems that they can present and some tools to help directors c...