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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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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Describe and evaluate Milgram’s agency theory [12] Milgram’s agency theory basically states that you the state of mind you are in determines if you’re obedient or not. He argued that normally we operate in the autonomous state‚ where you assert control over yourself and what we do. An example of this is when faced with danger‚ most people will turn away to try and avoid conflict. Even if you decide not to walk away‚ this is still the autonomous state because you’re deciding what to do. There is
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GUIDELINES FOR DIRECTORS’ REMUNERATION The board of directors has both executive and non executive directors. Executive directors have both executive and board duties to perform while non executive directors have only board responsibilities. Therefore both types of directors vary in the responsibilities and authority they have in the company affairs. Thus the non executive directors devote very little time to company affairs ( only attend board meetings‚ committee meetings of which they are
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and suffers no harm‚ then that protects shareholders and makes sure their investments are secure. It also protects the creditors‚ who are more likely to get paid. The Directors owe their duties to the legal entity- the company. This is intended as a protective requirement for both shareholders and creditors. When the director pays back or compensates the company‚ the creditors have a pool for recovery and the shareholders do not count the loss directly. The person who takes the case for a
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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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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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Removal director Summary On July 23‚ 2011‚ Damon Kitney from the Australian news wrote an article titled‚ “The shareholders strike back” which stated how Rupert Murdoch‚ CEO and chairman combined of the News Corporation‚ and his firm’s executives‚ including Mr. Murdoch’s son James‚ are being investigated for any suspected role in covering up the scope of “industrial scale” phone hacking. Murdoch’s negligent affair has raised many criticisms from experts‚ lawyers as well as independent management
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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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Corporate Governance Defining The Board In an era where women are slowly ascending in the business world‚ women are still overlooked as reputable pieces to the board. There is not enough diversification in the Board of Directors because of how corporate structure was originally built on a hierarchy system of men. There is an issue that arises of not enough variation in the boards that leads to stale solutions to problems in corporate world. Also‚ separation needs to be defined by who actually
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