corporation law cheating paper
Directors’duties(dd): I.Duties of care and diligence:1whether is a director(d)?s9definesas:(a)appointed:(i)executive director(ii)alternative director(iii)non-executive director(iv)nominee director.(b) not validly appointed (i)they act in the position of a d (de facto d);(ii)d of coy or body are accustomed to act in accordance with the person’s instructions or wishes. (shadow d).2.duty of care and diligence:Assessing whether a breach has occurred:(i)were a reasonable d in the corp’s circumstances and(ii)has the position of d had the same responsibilities within the corp(1)must possess degree skill. Form a view as to coy's financial state; dependent on knowledge and experience.(2)exercise powers with care: take into account knowledge, experience and size of co; basic duty: guide and monitor management; be familiar and understand coy's activities and financial status(commonwealth bank of Australia v Friedrich(1991)).(3)be diligent in performance of functions:attend meetings unless exceptional circumstances(Vrisakis v Australian Securities Commission(1993));conduct periodic review of coy's financial statements(Daniels v Anderson(1995)). s180(1)(A director or other officer of a corporation must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise if they:(a)were a director or officer of a corporation in the corporation’s circumstances; and(b)occupied the office held by, and had the same responsibilities within the corporation as, the director or officer.(i)care.InDaniels v AWA Ltd, the court proposed the minimum standards of care, skill and diligence expected of all directors:(a) obtain a basic understanding of their coy's business (b) keep informed about and monitor the coy's activities and regularly attend board meetings (c) monitor the coy's financial position.All coy d owe the basic duty of sufficiently monitoring the coy’s affairs by maintaining an awareness of the coy’s activities and