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| Issue | case | page | fact |
| substantial重大的 purpose | Mills v Mills 1938 | 3.20 | Director are not required to ignore their own interests but that must not be the substantial purpose |
| Proper purpose | s181(1)(b) | 3.20 | a director or other officer of a corporation must exercise their powers and discharge their duties (b) for a proper purpose |
| Takeover, improper purpose | Takeover, improper purpose | 3.20 | company funds being used by directors to conduct re-election campaigns. The position of the director who acts beyond their power, however innocently. |
| improper but company's interest | Howard Smith v Ampol Pertoleum Ltd 1974 | 3.20 | The directors had acted in the best interests of the company, but they had also acted with improper purpose, so their actions were declared invalid |
| improper but company's interest | Hogg v Cramphorn 1967 | 3.20 | Although the directors beleved they were acting in the best interests of the company, they could still be in breach of the duty to use a power for the purpose for which it was authorised. |
| misuse but honest | s181 | 3.21 | a misuse of power by a director even with the belief that action was honest may be a breach of s 181 if the law deems it to be improper |
| improper purpose | Ngurli Ltd v McCann 1953 | 3.21 | issuing shares to maintain the directors control over the company |
| delegate wrong | Gould v Mt Oxide Mines Ltd 1916 | 3.21 | If the delegate's action causes the company to suffer loss, the director may be liable for such loss |
| delegate ok | Thorby v Goldberg 1964 | 3.22 | if the board can accpet the proposition it can also do such things and make such commitments as would be required to carry it into effect |
| Voting right Nominee director | s187 | 3.22 | the position of the nominee director who would be required to vote according to the appointor;s instructions has now been relieved from breaching this duty if he/she is director in a wholly owned subsidiary and appointor is the parent company |
| delegate ok | s198D | 3.22 | permit delegation to a director, a committee of director, an employee of the company or to any other person. The delegation must be recoreded in the minutes. Sub(3) provides that exercise of the power by the delegate is as effective as if the director has exercised it. |
| delegate ok | s198c | 3.22 | permit the directors to confer on a managing director any of the pwoers that the directors may exercise, with the power to revoke or very the delegation |
| director delegate | s190 | 3.22 | director in the position are responsible for the exercise of the power by the delegate as if the director had exercised the power themselve. Unless duties imposed强加 by the company's constitution and the corporations act. Or delegate was reliable and competent in relation to the power delegated. |
| reliance | s189 | 3.22 | a director is entitled to rely on not only the action of a delegate but also an employee or a professional advisor or expert, or another director or committee of directors if reliance made in good faith. |
| contract with the company/material personal interest | Aberdeen Ry v Blaikie 1854 | 3.23 | requires a real sensible possibility of conflict. The rule that no enquiry on that subject is permitted |
| Indirect interest | Victors Ltd v Linguard 1927 | 3.23 | Interest was indirect but still caused a breach of duty by the director as he would benefit from company securing the loan |
| material personal interest | s191(1) | 3.23 | a director of company who has a material personal interest in a matter that relateds to the affairs of the company must give the other directors notice of the interest unless sub(2) not apply to a proprietary company with only one director |
| material personal interest | s191(2) | 3.23 | director;s remuneration (s191(2)(a)(ii), interests where the director is a guarantor of a loan to the company (s191(2)(a)(iv), or in relation to proprietary company, where the directors are already aware of subh interest (s191(2)(b) |
| material personal interest vote | s196 | 3.24 | ASIC declare the director be entitled to vote |
| affairs | s53 | 3.23 | |
| material personal interest | s192 | 3.24 | the director who has an interest in a matter may give a standing notice to the other directors either at a directors' meeting or individually to every director inwriting but not exclude any general law rule s193 |
| personal profit but good faith | Regal(Hasting) Ltd v Gulliver 1942 | 3.24 | There are opportunities to occur while carrying out their duties and because of the postion they occupy, the duty is not only to act in good faith but to be seen to be acting in good faith. |
| Bribes and undisclosed benefits/ improper use of position | Furs Ltd v Tomkies 1936 | 3.25 | a director secretary, other officer or employer of a corporation must not improperly use their position to (a) gain an advantage for themselves or someone else or (b) cause detriment to the corporation. disclosed the proposed activity to the company’s chairman of director but not to the shareholder, the salary, shares and other benefits that he had received had to be repaid. not deoend on whether the company had suffered any detriment |
| Misuse of company fund | Paul A. Davies (Aust)Pty ldt v. Davies 1983 | 3.25 | money was lent to directors to purchase an investment property in their own name |
| Taking up corporate opportunities | Cooke v Deeks 1916 | 3.25 | the director is found to have taken up a corporate opportunity without full disclosure, the director may hold the interest in trust for the company or the court may order the contract is in fact held by the company nor the direct who is in breach |
| Taking up corporate opportunities | s236 | 3.25 | |
| Taking up corporate opportunities | Queensland Mines Ltd v Hudson 1978 | 3.25 | the company decided it could not afford to take up a mining lease, but director decided to do on his own behalf. And he made full disclosure. |
| Confidential Information | S183 | 3.26 | a person who obtains information because they are a director orother officer or employee of a corporation must not improperly use the information to (a) gain an advantage for themselves or someone else, or (b) cause detriment to the corporation |
| imposition penalties | s1317G | 3.26 | |
| Disqualification | s206c | 3.26 | |
| intentional or reckless | s184 | 3.26 | |
| confidential information | Jeffree v NCSC | 3.26 | company difficuties, imporpose use informaion Keep the assets away from the creditors who were entitled to them |
| Confidential Information | McNamara v Flavel 1988 | 3.26 | a director of an insolvent company transferred assets of the company to his own company for no consideration so as to avoid claims by creditors. |
| improper use of position in the company | s182 | 3.26 | The obligation not to use the position in the company for one's own advantage or the detriment of the company forms a part of the general law obligation of the director to the company and is reflected |
| improper use of position in the company | cook v deeks | 3.26 | |
| Competing with the company | Bell v Lever Bros 1932 | 3.27 | Fiduciaries are not allowed to enter into competition with those who are dependent on them. The director can not use any infroamtion belonging to the company to their own advantage |
| Competing with the company | Green v. Bestobell Industries P/L 1982 | 3.27 | |
| Payments to directors | s.9 | 3.27 | remuneration definition |
| payments to executive | ss202A & 202B | 3.27 | make resolution to approve payment |
| payments to directors on retriement | s200A-200 | 3.27 | make resolution to approve payment |
| Executive and non-executive director remuneration | s140(i) | 3.27 | |
| Pay remuneration | s202A | 3.28 | The directors of a company are to be paid the remuneration that the company determines by resolution |
| Disclosure remuneration | s202B | 3.28 | |
| Disclosure remuneration to shareholder | s202B (i) | 3.28 | the company must prepare a statement of the directors' remuneration, have it audited and then circulate it to the shareholders |
| Disclosure remuneration | s300A | 3.28 | company to provide detailed information about directors' remuneration in the directors' report for the particular financial year, as well as five most highly remunerated executives in the company |
| paid to related parties | ss208-229 | 3.28 | A range of detailed provision cover benefts paid to related parties |
| paid to entity without members' approval | ss217-227 | 3.28 | |
| Financial benefit | s207 | 3.29 | Corporations act are designed to protect the interests of the shareholders in a public company by requiring that the financial benefts which could endanger those interests be approved by the members (s207) |
| Financial benefit | s229 | 3.29 | Financial benefts are defined to include providing finance or property buying, selling to leaing assets |
| Duty of care, skill and diligence | city Equitable Fire Insurance | 3.29 | Directors not exhibit in the performance of their duties a greater degree of skill than can ; directors are not required to give continuous attention to the affairs of the company, not required to attand all meeting they should attend as often as they reasonably can; the director is justified in trusting other officers of the company perform their duties honestly. |
| Duty of care, skill and diligence | ASC v Gallagher (1993) | 3.29 | The test is basically an objective one in the sense that the question is what an ordinary person, with the knowledge and experience of the defendant, might be expected to have done in the circumstances of he was acting on his own behalf |
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