The Kangaroo’s directors, chairman and non-executive directors have breached some of the statutory directors’ duties since they put their own interest ahead of the company. Ralph is considered as a director since he is the managing director meaning that he possess the same amount of power directors have therefore he is considered as a “de facto” director. Russell is the Chief Financial Officer so he has a special responsibility in regards to the financial statement. The executive directors who are Mike, Matt and Sally have breached s180(1) because according to Daniels v Anderson (1995) 37 NSWLR 438 the minimum standards of care for all directors including non-executive directors to monitor management and they have an obligation to attend all …show more content…
s182 by issuing a loan without informing the directors hence he is abusing his powers so the principle in R v Byrnes (1995) 183 CLR 501 applies and used part of the loan to purchase a diamond ring for his own personal interest similar to the case of Paul A Davis (1983) 1 NSWLR 440 as it misuses the company fund. It can be argued that the money used to purchase the diamond ring can be used to generate profit for the business. Moreover, he requested for the loan despite the knowledge of the poor financial situation and possibility of insolvency which happened in the case of ASIC v Plymin (2003) VSC 123. Thus, he breached s588G(1) because at that time there were reasonable grounds that the business would become insolvent from the decline in sales due to the new policy implemented and the company was having trouble paying its suppliers. Therefore, despite being aware of the possibility of insolvency, he still issued the loan which led to the company winding up. This is similar to the case of Circle Petroleum v Greenslade (1998) 16 ACLC 1577. Hence, he has misused his position to gain an advantage for himself and caused detriment to the company since the company is already having issues with paying its suppliers. Consequently, this led to the breach of s184 since he was intentionally dishonest by not disclosing the issue of loan and did not …show more content…
According to case ASIC v Rich MSWSC 85, chairman’s skills and experience are regarded as responsibilities of chairman. According to s180(1)(b), if they occupied the office held by and had the same responsibilities within the corporation as the officer or Director, they had the same responsibilities within the corporation as, the directors or officer. Therefore, they need to exercise their power and fulfill their duty under the statutory duty of care s 180(1). Anton did not inquire the relationship between Ralph and Mattella even though he suspected their relationship which means he had breached his duty of care and diligence which is similar to the case of Westpac Banking Corporation v Bell Group Ltd (2012) WASCA 157.Furthermore he breached s181 because he agreed to Ralph’s proposal of issuing the shares to contravene the law to keep his job, this relates to ASIC v Sydney Investment House Equities Pty Ltd (2008) NSWSC
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Koalas are located in the Southeastern and eastern part of Australia. One reason why they are located there is because of the Blue Gum trees. Frogs are located in every continent in the world exept for Antarctica because of the ponds and water streams. Both Koalas and Frogs are becoming extinct. Frogs population is dying. Koalas population dropped after farmers cut down many of the forests where Koalas lived and hunters killed the animals for their fur. Also Koalas are losing their home. For example wild goats eat the small Blue Gum trees. Meaning Koalas would run out of food. As we know both Koala and Frogs have similarites but they also have lots of differences.
There are five potential sources of jurisdiction of English courts regarding the insolvency of companies , namely the European Union (EU) Insolvency Regulation 2000 (EC Insolvency Regulation), the UNCITRAL Model Law on Cross-Border Insolvency as embodied in Sch.1 to the Cross-Border Insolvency Regulations 2006 (Model Law), the Insolvency Act 1986, the Banking Act 2009 in relation to banks, and the common law conflict of laws rules governing the insolvency of companies.
Looking at the financial statement of WH Smith, it can be seen that director's remuneration includes Basic Salary, Benefit, Bonus, Pension entitlements and Share option (WH Smith annual report, 2012). From 2009 until 2012, the profits of WH Smith shown consistent increases not only because of their successful business strategies, but also related to a good remuneration policy. From the remuneration report of WH Smith, it follows The UK Corporate Governance Code (2010) strictly and based on Companies Act 2006, the Large and Medium-Sized Companies and Group, because the remuneration committee received advice from some professional firms and establishes the remuneration policy with several regular meetings.
Australia like the U.S states that members of the executive board have a duty of care to their companies. If misbehavior or the belief of misconduct occurred in a company, it can be brought to court by a shareholder or, more commonly, a group of shareholders. The business judgment rule is used to review these cases to determine whether people can litigate a lawsuit. If they do, the board will be responsible for the decisions they made and ask them to be kept to demonstrate their reasoning. Nonetheless, the major difference between the U.S and Australian Judgement Rule is that if the company presents just one evidence, even though, the director or corporate officer has more evidence on his/ her side, court can rule in favor of the company. Consequently, the director, will have to sign a “private contract” to make his mistake a personal debt. If, he does not have enough money to pay his/her mistake, he will work for a reasonable time to pay back the losses caused by his bad decision. Subsequently, after all this process, the corporate officer may go to prison depending of the degree of its
Everything running inside your cooperation should always stay within the boundary of legal system, and you have to be the supervisor keeping eye on every detail of your company’s business. Please do remember the lines of law which are concerning to your running trade, because the directors may ask you to advise them on their legal responsibilities and updating them on developments in the law concerning the running of companies.
Before explaining about this point, we must know that prohibition provides protection to the public from directors and managers of companies that have an irresponsible, incompetent or irresponsible to make sure that, for the period of the prohibition, the director was not able to take advantage of the limited liability status of the company, or involved in the management of the company. Because of that company act have taken seriously in this action. In addition, there are six prohibition of director that we have to know. First is, purchase own shares or holding the company shares. Second, provide financial assistance for the purchase of own shares or holding company shares. Third is gives loans and securities for loans granted to its directors and directors of its related company. Forth is, gives loans and securities for loans granted to persons connected with its director and directors of its holding company. Fifth is, substantial value property transactions involving director or shareholder. Last but not least is, substantial value property transaction not involving director or shareholder.
2012). As defined by the Australian Securities Exchange (ASX), “corporate government is the system by which companies are directed and managed” (ASX Corporate Governance Council 2003). In addition, ASX outlines eight principles of good corporate governance, such as “structure the board to add value, promote ethical and responsible decision making, safeguard integrity in financial reporting and respect the right of shareholder, etc” (ASX Corporate Governance Council 2003). These principles of good governance need to be employed by every organisation to ensure its integrity and avoid corporate
One of his workers in this process, Risselle Sng, was in charge of writing the transactions. She handled the settlements in the back office in Singapore. Nick told her what to write and when to do it so that no one else knew. He took advantage of Baring’s client accounts and created a hole in the account that he claimed did not exist because of documents he forged and sent to the auditor. In order avoid this, segregation of duties should be required. It is important to have managers checking up on internal controls and what employees are doing. The company should also require another employee 's signature when asking for constant loans to double check Nick is handling the money the right way. The fake transactions Nick created should have been sent to a manager in the company in order to approve the process and what he was doing.
On the 10th and 14th of August, two sentencing hearings were observed. The two hearings were held at the Brisbane Supreme Court and lasted approximately three hours in total. This essay will describe the events that occurred during both trials, while critically discussing the aspects of the hearings and linking elements to the due process and the crime control model. Overall, both trials contained more aspects of the due process model than the crime control model. This can be seen in the manner the trials were conducted in, and the emphasis of upholding the rights of the accused.
Since the adoption of the 1996 Constitution, South African law has been reviewed comprehensively. One of the scrutinised areas is corporate governance. Because company management is a vital task to the company and the shareholders, directors play a very important role in the execution of this task. It should be noted that a company cannot act in its own. It acts through its representatives which consist of the board of directors as entrusted with the management of the company’s business. Cumulatively they are subjected to fiduciary duties. These duties bind directors, individually and collectively, with the obligation to act in the best interests of the company and to do so in good faith. Within these director’s duties to act in good faith lies the duty of director’s not to unlawfully
GBB, when auditing inventory costs of LPL, reviewed that the cost accounting system and discovered that a large unfavourable labour variance is recorded as asset in 2014. The variance led to the material misrepresentation in the financial reports. This bug in the new accounting system is directly responsible for the calculation of the unfavourable variance. The fundamental principles of Integrity (Sec 110) refers being honest and straight forward in professional and business relationships (BPP Learning Media, 2012) but Gordon’s act is a breach of this principle.
Discussion: According to the case of Salomon v Salomon & Co Ltd , upon the incorporation of a company, it becomes a separate legal entity from its founders, directors, members and controllers. Debts entered into using the company’s name belong to the company and not to the founder or controller or the director or anyone else who authorised the debt . Thus, even though Dozey is the founder of ‘Sleepy Head Pty Ltd’, they are legally two different entities and their debts are separate. Therefore, Dozey should be treated as the company’s secured creditor for the company’s debenture and he is entitled to enforce his charge against Sleepy Head Pty Ltd for his claim.
An important element of the special equity established in Yerkey v Jones is that there is no physical benefit to the wife from the transaction. In Garcia v National Australia Bank Ltd in applying the equitable principle, the trial judge found Mrs Garcia as a volunteer who, despite being the director and shareholder of her husbands company, had nothing to gain directly or even indirectly from the transaction she guaranteed. In application of the special equity Mrs Garcia gained no real financial benefit from entering into the transaction and that any benefit for Mrs Garcia to gain as a guarantor would depend on remaining on good relations...
According to Company Act 1965, director includes any person that occupying the position of a corporation by whatever name called and also includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director. It means the function performed by director is the indicator of a real director rather than his/her title. a director is a trustee or officer of the corporation as stated in Section 4(1) of CA1965 and he/she is liable for the default happen in the corporation due to his/her failure in complying with the Company Act 1965.