Book contents
- Frontmatter
- Contents
- Contributors
- Table of cases
- Table of statutes
- Preface
- Preface to the first edition
- PART ONE BASIC CONCEPTS, BOARD STRUCTURES AND COMPANY OFFICERS
- PART TWO CORPORATE GOVERNANCE IN AUSTRALIA
- 5 Corporate governance in Australia – background and business initiatives
- 6 Regulation of corporate governance
- 7 The role of the regulators: ASIC and ASX
- 8 Accounting governance
- 9 Auditors and audits
- 10 Directors' duties and liability
- 11 Enforcement of directors' duties
- PART THREE CORPORATE GOVERNANCE IN INTERNATIONAL AND GLOBAL CONTEXTS
- PART FOUR BUSINESS ETHICS AND FUTURE DIRECTION
- Index
10 - Directors' duties and liability
from PART TWO - CORPORATE GOVERNANCE IN AUSTRALIA
Published online by Cambridge University Press: 05 June 2012
- Frontmatter
- Contents
- Contributors
- Table of cases
- Table of statutes
- Preface
- Preface to the first edition
- PART ONE BASIC CONCEPTS, BOARD STRUCTURES AND COMPANY OFFICERS
- PART TWO CORPORATE GOVERNANCE IN AUSTRALIA
- 5 Corporate governance in Australia – background and business initiatives
- 6 Regulation of corporate governance
- 7 The role of the regulators: ASIC and ASX
- 8 Accounting governance
- 9 Auditors and audits
- 10 Directors' duties and liability
- 11 Enforcement of directors' duties
- PART THREE CORPORATE GOVERNANCE IN INTERNATIONAL AND GLOBAL CONTEXTS
- PART FOUR BUSINESS ETHICS AND FUTURE DIRECTION
- Index
Summary
Typically a director's working (office) days were short and lunches long, collegial, and often alcohol fuelled. How things have changed. The mindset now is meant to be all numbers, regulation by law only, self-interest, ruthlessness, over-long hours, and mineral water and sandwiches at your desk. The levels of client service and comfort are now sufficient, but no more, to do the deal just within the law.
Bob Garratt, Thin on Top, Nicholas Brealey Publishing, London (2003) 30Those responsible for the stewardship of HIH ignored the warning signs at their own, the group's and the public's peril. The culture of apparent indifference or deliberate disregard on the part of those responsible for the well-being of the company set in train a series of events that culminated in a calamity of monumental proportions.
Report of the HIH Royal Commission (Owen Report), Volume I, Department of the Treasury (2003), xiii–xivIntroduction
As a general rule, directors owe their duties to the company as a whole, not to individual shareholders. Historically, directors' duties and liability were discussed under general law duties (duties at common law or in equity) and, more recently, were supplemented under statutory duties. Under general law duties, most courts and commentators usually draw a distinction between fiduciary duties and the duty to act with due care and diligence. The following duties are generally recognised as directors' fiduciary duties:
directors' duty to act honestly and in the company's best interests
directors' duty not to fetter discretion
directors' duty to avoid a conflict of interests
directors' duty to exercise powers for their proper purpose.
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- Information
- Principles of Contemporary Corporate Governance , pp. 240 - 278Publisher: Cambridge University PressPrint publication year: 2010