Director of the company
As per company act 2001 section – 9, director of a company means a person who is appointed to the position of a director or is appointed to the position of an alternate director and is acting in that capacity. De facto directors which means act as a director although not validly appointed. The director would be shadow director which is not validly appointed, influences the directors so they are accustomed to act on his or her advice. Another directorship would be alternate directors which a temporary substitute for a validly appointed director absent for good reason.
A director is, in essence, a member of entity with ultimate corporate decision-making power. In Australia, as in common law countries, the definition of a director is wide enough to capture individuals irrespective of their title. Thus, S.9 of the corporations act refers to a person appointed as a director and to people who act in the position or are accustomed to acting in the position. . In general terms, the most significant human beings in the conduct of the activities of a company are its directors. The management of a company’s affairs are ordinarily entrusted ultimately to its directors. (Company accounting, 2009, 8th edition, page 577)
General duties imposed by the Corporations Act on directors and officers of companies include:
• the duty to exercise your powers and duties with the care and diligence that a reasonable person would have which includes taking steps to ensure you are properly informed about the financial position of the company and ensuring the company doesn’t trade if it is insolvent
• the duty to exercise your powers and duties in good faith in the best interests of the company and for a proper purpose
• the duty ...
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...014 from, http://www.lawlink.nsw.gov.au/scjudgments/2009nswsc.nsf/00000000000000000000000000000000/946c84c9b612746fca25766c002688f0?OpenDocument
• Aberdeen vs. blaikie case Retrieved on 22 may 2014 from, http://swarb.co.uk/aberdeen-railway-co-v-blaikie-brothers-hl-1854/
• Corporation law Retrieved on 22 may 2014 from, http://www.camac.gov.au/camac/camac.nsf/byHeadline/PDFFinal+Reports+2000/$file/ss181_189_CorpLawOct2000.pdf
• Section 182 corporation act 2001 Retrieved on 22 may 2014 from, http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s184.html
• Section 184 corporation act 2001 Retrieved on 22 may 2014 from, http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s182.html
• Duty of care of directors Retrieved on 22 may 2014 from, http://www.asic.gov.au/asic/asic.nsf/byheadline/Directors+-+What+are+my+duties+as+a+director%3F?openDocument
n. The legal or regulatory obligation imposed on an officer or other person for keeping accurate record of property, documents, or funds. The person having this obligation may or may not have actual possession of th...
The specific obligations in this case would include monitor corporate governance activities and compliance with organization policies, and assess audit committee effectiveness and compliance with regulations
He has served as director in over 40 public companies and also serves as a
Corporate governance implies governing a company/organization by a set of rules, principles, systems and processes. It guides the company about how to achieve its vision in a way that benefits the company and provides long-term benefits to its stakeholders. In the corporate business context, stake-holders comprise board of directors, management, employees and with the rising awareness about Corporate Social Responsibility; it includes shareholders and society as well. The principles which...
...eputation of honesty, quality, and integrity. It is also each employee’s responsibility to report to the company any situation where the standards or the laws are being violated.
moral duty and obligations. Such as employee theft and fraud, dishonesty like Bernard Ebbers a
It outlines the interconnection of a company’s financial and non-financial elements and aims to combine them and show value creation and maintenance. It identifies resources and their effective and responsible usage. It intends to create a dialogue between the shareholders and other stakeholders and provides them with detailed information.
As a consequence of the separate legal entity and limited liability doctrines within the UK’s unitary based system, company law had to develop responses to the ‘agency costs’ that arose. The central response is directors’ duties; these are owed by the directors to the company and operate as a counterbalance to the vast scope of powers given to the board. The benefit of the unitary board system is reflected in the efficiency gains it brings, however the disadvantage is clear, the directors may act to further their own interests to the detriment of the company. It is evident within executive remuneration that directors are placed in a stark conflict of interest position in that they may disproportionately reward themselves. The counterbalance to this concern is S175 Companies Act 2006 (CA 2006) this acts to prevent certain conflicts arising and punishes directors who find themselves in this position. Furthermore, there are specific provisions within the CA 2006 that empower third parties such as shareholders to influence directors’ remuneration.
moral duty and obligations. Such as employee theft and fraud, dishonesty and loafing on the job,
The directors need to be able to view the financial performance of the group in order to make relevant and informed decisions. In order to obtain this information the correct procedures, as mentioned, must be followed to ensure that assets are not overstated and liabilities
The Principle of Separate Corporate Personality The principle of separate corporate personality has been firmly established in the common law since the decision in the case of Salomon v Salomon & Co Ltd[1], whereby a corporation has a separate legal personality, rights and obligations totally distinct from those of its shareholders. Legislation and courts nevertheless sometimes "pierce the corporate veil" so as to hold the shareholders personally liable for the liabilities of the corporation. Courts may also "lift the corporate veil", in the conflict of laws in order to determine who actually controls the corporation, and thus to ascertain the corporation's true contacts, and closest and most real connection. Throughout the course of this assignment I will begin by explaining the concept of legal personality and describe the veil of incorporation. I will give examples of when the veil of incorporation can be lifted by the courts and statuary provisions such as s.24 CA 1985 and incorporate the varying views of judges as to when the veil can be lifted.
The Board of Directors believes that the primary responsibility of the Directors is to provide effective governance over Halliburton's affairs for the benefit of its stockholders. Responsibilities responsibility includes: reviewing succession plans and management development programs for members of executive management; reviewing succession plans and management development programs for members of executive management; reviewing and approving periodically long-term strategic and business plans and monitoring corporate performance against such plans; adopting policies of corporate conduct, including compliance with applicable laws and regulations and maintenance of accounting, financial, disclosure and other controls, and reviewing the adequacy of compliance systems and controls; evaluating annually the overall effectiveness of the Board; and reviewing matters of corporate governance
The fundamental duty of an external financial auditor is to form and express an opinion on whether the reporting entity’s financial statements are prepared in accordance with the relevant financial reporting framework. In discharging this duty, the auditor must exercise “reasonable skill, care and caution” (Lopes, J. in Kingston Cotton Mill Co 1896) as reflected in current legal and professional requirements.
Part 2 of Employer Duties and Rights- management rights, subcontracting, just-cause discipline and discharge, and safety standards.