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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
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
A non-executive director is a one who is not employed by the organisation in an executive capacity. All directors, whether executive or non-executive, must comply with basic legal requirements under the Corporations Act 2001. This Q&A describes the role of the non executive director and how they...
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Content Type:
Director Q and A
31 Jan 2013
The duty to avoid insolvent trading is one of the most important obligations for company directors and there are significant penalties under the Corporations Act 2001 for not complying. This Q&A covers the definition of insolvent trading and breaching the Act. It also discusses the warning signs...
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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
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:
Book
03 May 2012
The role of a company director is becoming increasingly complex as new laws are introduced, class actions are on the rise and the activity of regulators increases.
To assist both new and experienced directors with these growing challenges, the Australian Institute of Company Directors has rele...
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Content Type:
General
03 May 2012
Today’s High Court decision overturning a NSW Court of Appeal finding relating to seven directors of James Hardie Industries reminds all directors and boards of their duty to act with care and diligence, as well as the risks involved.
Continuous disclosure remains an extremely difficult area for...
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Content Type:
Policy Submission
11 Apr 2012
This submission, lodged with the Senate Economics Legislation Committee, is regarding the Corporations Amendment (Phoenixing and Other Measures) Bill 2012. The Bill gives ASIC powers to wind up companies if particular conditions are met, allows for the publication of external administration notices ...
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Content Type:
The Boardroom Report
07 Mar 2012
Mind the expectation gap, Remoteness no protection for directors, The board's role in driving strategy and innovation, Government to implement more executive pay changes, The pros of setting up a corporate advisory board
Mind the expectation gap
An "expectation gap" between what the communi...
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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 Feb 2012
Steven Cole is the author of a white paper, Mind the Expectation Gap, which canvasses the reasons why an “expectation gap” has arisen between what directors do and what the public and law expect from them.
Non-executive directors (NEDs) play a vital role in the prudential governance of cor...