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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 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:
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 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:
CDM Article
01 Aug 2008
There’s no hiding behind the title of advisor.
Ben McLaughlin
and
Antonia Abelson warn that being on an advisory board may come with fiduciary obligations.
The dangers of advisory boards
We predict a growing trend in Australia for people to be invited to join an advisory...
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Content Type:
CDM Article
01 Jul 2007
Two new AICD learning programs,
The Executive Director
and The Executive Board , have been launched to help executive directors and executive boards tackle their unique challenges.
Australia’s forgotten director
As Australian public companies have moved towards boards consisting of non-e...
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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:
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:
Media Release
17 Jan 2007
Director ConflictsDirectors warned to exercise caution during boom times
Directors need to know their obligations during boom times
Directors of Australia’s listed companies need to exercise caution and to pay particular attention to their corporate governance procedu...
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Content Type:
CDM Article
01 Dec 2006
With the legal and business environment changing rapidly, directors need to continually update their knowledge concerning their legal duties and responsibilities. Here is a quick test to determine whether you need a refresher course on current director duties and responsibilities.
20 questions...
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Content Type:
CDM Article
01 Nov 2006
Charles Beelaerts examines some issues for directors who are faced with an offer by management to take over the company. In particular directors must be aware of potential conflicts of interest.
The in and outs of management buy-outs
A management buy-out (MBO) is an arrangement whereby t...
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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 Aug 2006
There is continuing debate over the wisdom of appointing executives to the board – Helen McCombie outlines some advantages and disadvantages of having members of a company’s management team as part of the board.
Be prepared if management comes on board
Most corporate regulation in recent ye...
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Content Type:
CDM Article
01 Jul 2006
Potential conflicts of interest are bound to occur in the professional lives of many directors. As Helen McCombie points out, there are both legal and ethical issues to consider when managing these situations.
Interesting legal and ethical conflicts for directors
“If everybody with a perceived...
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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 Feb 2005
Directors are increasingly faced with the opportunity and risks of participating within, or approving, MBOs. Jeremy A. Samuel and Nicholas Humphrey provide a general overview of management buyouts particularly from a director’s perspective Demystifying the risks and rewards
Directors are increasing...
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Content Type:
Policy Submission
06 Jan 2005
Much of the media discussion of multiple directorships has been based on the assumption that the issue is widespread and the consequences are invariably undesirable. I would like to suggest an alternative view. Recent Australian research shows that only three out of every 100 directors hold three or...
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Content Type:
Position Paper
31 Jan 2002
This protocol, in general terms, outlines the principal legal duties (obligations) of company directors. AUSTRALIAN INSTITUTE OF COMPANY DIRECTORS GENERAL PROTOCOL FOR COMPANY DIRECTORSThis protocol, in general terms, outlines the principal legal duties (obligations) of company directors.It does not...