DIRECTORS

Directors duties:

• Directors duties
  • General duties
  • Theft and fraud duties
  • Securities law duties
  • Insolvency law duties
  • Health and safety and environment duties
  • Antitrust duties
  • Other duties
• To whom do directors' duties apply?
  • De Facto directors
  • Shadow directors
• Can liability be restricted or limited in any way?
• Can a director obtain insurance against personal liability?
• Local Government Act vs. Corporations Act

Remuneration:

• Remuneration

Continuous disclosure:

• Are there any circumstances in which directors are required to disclose information about the company?
• Annual reporting
  • What is the intended scope of the CEO/CFO signoff?
  • What period of time should the signoff cover?
• Continuous disclosure
  • Disclosure and transparency obligations
• Annual report and website disclosure
  1. Roles and responsibilities
  2. Structure of the board
  3. Ethical decision making
  4. Integrity in financial reporting
  5. Disclosure
  6. Shareholder communication
  7. Risk management
  8. Performance evaluation
  9. Remuneration
  10. Company's conduct and stakeholders

Company directors have a range of duties that they are required to fulfil under the Corporations Act, by the general law, and by statute. There have been recent initiatives designed to achieve a certain proportion of independent directors on Australian boards, raising concerns as to the definition of 'independence'.

Directors who are seen to be independent from the management of the company are said to add a desirable further dimension to the decision-making resources of a board as there is less potential for directors to have conflicts of interest that may affect their ability to fulfil their role adequately.

Following moves in the United States and the United Kingdom to increase the incidence of independent directors, there have been recent initiatives designed to achieve a certain proportion of independent directors on Australian boards. The definition of independence when determining this requirement is understandably a subject of much consternation as it has the potential to prevent a director being considered an 'independent' and affect their suitability for representation on board committees or the board.

A director will not be independent if he or she:

• is a substantial shareholder of the company or is directly associated with a substantial shareholder;
• has been employed by the company in an executive capacity in the last three years, or has been a director after ceasing to hold such employment;
• has been a principal of a material adviser or consultant to the company in the last three years, or an employee materially associated with the service provided;
• has been a material supplier or customer of the company, or has been directly or indirectly associated with a material supplier or customer;
• has a material contractual relationship with the company other than as a director of the company;
• has served on the board for a period which could be reasonably perceived as materially affecting the director's ability to act in the best interests of the company;
• has an interest or relationship which could be reasonably perceived as materially interfering with the director's ability to act in the best interests of the company