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Content Type:
CDM Article
01 Apr 2013
Mark Easton explains why directors need to be mindful of their duty to act fairly between shareholders and consider carefully the effect their decisions could have on minority shareholders.
The Corporations Act 2001 provides far-reaching remedies for oppressed minority shareholders.
Direct...
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Content Type:
CDM Article
01 Mar 2013
Michael Tooma outlines the lessons Australian directors can learn from New Zealand’s Pike River Mine disaster that killed 29 miners in November 2010.
At one level, the New Zealand report, Royal Commission on the Pike River Coal Mine Tragedy, reads like so many reports before it – another ...
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Content Type:
CDM Article
01 Mar 2013
Professor Bob Baxt explains how the courts are getting tougher on “white collar” crime and advises directors to ensure they understand their legal obligations, especially the prohibitions against insider trading.
There is little doubt that increasing focus is being placed on the performan...
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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:
Director Q and A
31 Jan 2013
Directors and boards occasionally may need to consider seeking independent professional advice in order effectively to deal with an issue and it is considered good practice to have policies and procedures in place to do so. This Q&A runs through the legal and corporate governance issues as well ...
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Content Type:
Director Q and A
31 Jan 2013
The basic precepts of good governance are fundamental to all organisations even though most corporate governance codes focus their attention on listed companies. These include having a board charter, well defined roles and responsibilities for board members, appropriate financial knowledge, and acco...
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Content Type:
Director Q and A
31 Jan 2013
Most corporate governance codes focus their attention on listed companies. However the basic precepts of good governance are fundamental to all organisations – having a board charter, well defined roles and responsibilities for board members, appropriate financial knowledge, accountability and trans...
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Content Type:
Director Q and A
31 Jan 2013
Under the provisions of the Corporations Act 2001 there are requirements on who can be a director. This Q&A explains who can be a director, how many directors are needed and situations when directors can be disqualified or removed.
What are the Basic Requirements?
Section 201B of the Cor...
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Content Type:
Director Q and A
31 Jan 2013
The chair acts as an important link between the board and the CEO/company. The role of the chair is not defined in the Corporations Act 2001. Thus many functions of the chair are customary rather than formalised by law. This Q&A outlines the role and responsibilities of the chairman both inside ...
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Content Type:
Director Q and A
31 Jan 2013
Joining any board is an important step regardless of the type of organisation or your level of experience. Yet many directors take this step without sufficient reflection on the possible risks in terms of personal financial liability and reputational damage, and without sufficient investigation of t...
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Content Type:
Director Q and A
31 Jan 2013
A listed company has an obligation to continuously disclose information which may have an effect on its market price or value. Continuous disclosure is based on the principle that all investors should have equal and timely access to information about a company. This Q&A explains ASX listing Rule...
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Content Type:
Director Q and A
31 Jan 2013
Directors govern companies on behalf of the shareholder who elect them. All directors must comply with basic legal requirements under the Corporations Act 2001 which specifies four main duties for directors with a number of other areas of key responsibility. This Q&A runs through the role of dir...
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Content Type:
Director Q and A
31 Jan 2013
The rights of company directors centre on enabling them effectively to perform their duties. Rights are set down in either a company’s constitution or in the Corporations Act 2001’s replaceable rules. This Q&A outlines these directors' rights, including the right to receive internal information,...
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Content Type:
Director Q and A
31 Jan 2013
The board has the responsibility of assessing the performance of the CEO and has a vested interest in ensuring the CEO is effective. This Q&A explains the process of how to conduct an appraisal, how often they should be carried out and other considerations to take into account to ensure a good r...
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Content Type:
Director Q and A
31 Jan 2013
Every company must have at least one director and public companies must have at least three directors. Collectively, the directors are known as the Board of Directors and the Board of Directors acts on behalf of shareholders in supervising the company. This Q&A looks at the key roles performed b...
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Content Type:
Director Q and A
31 Jan 2013
Companies are required to comply with many provisions of the Corporations Act 2001 for financial reporting. This Q&A runs through the requirements for financial reports, the key documents required, financial statements, the Director’s Report and half year financial report.
The Corporations Ac...
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Content Type:
Director Q and A
31 Jan 2013
Minutes are a crucial part of meeting procedure as they form the official record of the proceedings and resolutions of general meetings and directors’ meetings. This Q&A describes the statutory requirements of minute taking and recording. What and what should not be included in the minutes.
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Content Type:
Director Q and A
31 Jan 2013
Executive Directors are employees of the company as well as being a member of the Board. On top of their full time executive position, they are appointed by the Board. At law they have the same duties and responsibilities as other Directors. This Q&A runs through the role of Executive Directors ...
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Content Type:
Director Q and A
31 Jan 2013
General meetings are governed in many respects by the Corporations Act 2001. This Q&A explains the legal requirements for valid meetings including the frequency, who may call a meeting, notice of meeting, quorum and chairing. It also explains the principles and rules of annual general meetings. ...
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Content Type:
Director Q and A
31 Jan 2013
The CEO is the more senior executive in the organisation. The Managing Director is also the most senior executive but sits on the Board of Directors as well. This Q&A outlines the main aspects of the MD's/CEO's role and the differences between them as well as executive service agreements and del...