Fiduciary Duties of Directors 1) Duty to act in good faith in the interests of the company In Re W & M Roith Ltd [1967] 1 All ER 427‚ the controlling director of a company had given many years services without having a service contract. He was then given a service agreement providing for payment of a pension to his widow if he died while still a director. He was already in poor health at this time and he died two months later. The pension was paid for several years and then the company went into
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DUTIES OF DIRECTORS Directors of a company normally have exclusive power to manage the company’s business and exercise its powers. At common law‚ the duties were owed to the company‚ to employees‚ to individual shareholders and creditors. 1.0 Duties of Directors to the company It is convenient to categorise the duties of directors into fiduciary duties which arise because they are quasi-trustees of the assets of the company. The word ‘fiduciary’ refers to trust and confidence. ‘A fiduciary is
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boards of directors. 1 I would require the board of directors degree of involvement in strategic management be active participation (approves‚ questions and makes final decisions on mission‚ strategy‚ policies and objectives) or be that of a catalyst (takes the leading role in establishing and modifying the mission‚ objectives‚ strategies and policies). This would ensure that the board of directors takes a hands on approach (Wheelen‚ p. 47). 2 I would require the board of directors to set
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what have Don breached his directors’ duties under the act in good faith and best interest of the company as well as disclosure personal interest. The second issue is possible remedies for Bryan while he has been conducted unfair and oppressive. ISSUE 1: WHAT HAS DON BREACHED? Fiduciary duties to disclose personal interests Directors are under both fiduciary and statutory duties to avoid conflicts between their personal interests and the interests of the company. The director is to declare the “nature
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the board has two major jobs: to monitoring the decision making of management as a representative of shareholders and to initiate and implement of decisions. The board of directors is a major mechanisms used to solve agency problem‚ which arises when the management and ownership is separated in the company. The board of directors is an internal control mechanism to make sure the company’s decision making is align with the interest of shareholders. In US and UK‚ in order to improve the effectiveness
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ART DIRECTOR The art director is in charge of the overall visual appearance and how it communicates visually‚ stimulates moods‚ contrasts features‚ and psychologically appeals to a target audience. The art director makes decisions about visual elements used‚ what artistic style to use‚ and when to use motion. An advertising art director is not necessarily the head of an art department. In modern advertising practice‚ an art director typically works in tandem with a copywriter. The team usually
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COMPANY PROFILE Costco Wholesale Corporation REFERENCE CODE: 7EE0FB19-6C6E-4865-AFD1-D601275DC508 PUBLICATION DATE: 30 Aug 2012 www.marketline.com COPYRIGHT MARKETLINE. THIS CONTENT IS A LICENSED PRODUCT AND IS NOT TO BE PHOTOCOPIED OR DISTRIBUTED. Costco Wholesale Corporation TABLE OF CONTENTS TABLE OF CONTENTS Company Overview..............................................................................................3 Key Facts.................................................
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Hampton Park Pty Ltd (HP) Synopsis. In the case study of Hampton Park Pty Ltd (HP) has four directors; William (Managing Director); Susan‚ Jack and Gail (Non-executive directors). As HP’s financial position begins to deteriorate‚ George‚ the Chief Financial Officer of the company advises the accounts still show a profit and the company would have a solid base to pay out a dividend to its members. In July 2010cHP’s financial state worsens however George declares a technical profit and advises HP
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❖ S 9: “Officer” includes directors‚ secretaries‚ receivers‚ administrators‚ liquidators‚ administrating trustees. ❖ S 9: “Director” includes shadow & de facto directors. enforcement of directors’ duties enforcement of statutory duties Civil penalties Who may apply for a Declaration or Order? ❖ S 1317J(1): ASIC may apply for a declaration of contravention‚ a pecuniary penalty order or a compensation order. ❖ S 1317J(2): The company may apply for a compensation order. ❖
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POWERS AND DUTIES OF DIRECTORS POWER OF BOARD OF DIRECTORS - SOURCES • The Companies Act 1956 • Section 179 - General Powers enjoyed by board of directors • Board of directors and Company are co-extensive: directors are entitled to exercise all powers as the a company is authorized to exercise and do • Articles of Association • Board Resolutions • Resolutions in General Meetings • Agreements/Contracts with Company SECTION 179 AND 180 – POWERS IN DETAIL • General Powers Include
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