Duties and Responsibilities of Directors and Officers PROFESSOR BOB BAXT 18TH EDITION

Size: px
Start display at page:

Download "Duties and Responsibilities of Directors and Officers PROFESSOR BOB BAXT 18TH EDITION"

Transcription

1 Duties and Responsibilities of Directors and Officers PROFESSOR BOB BAXT 18TH EDITION A U S T R A L I A N I N S T I T U T E O F C O M P A N Y D I R E C T O R S

2 AICD EDUCATION DIRECTOR DUTIES & RESPONSIBILITIES - UPDATE A Good Night s Sleep Something Worth Having The Director Duties & Responsibilities - Update half-day program provides concise and essential information. It outlines recent and forthcoming changes within the legal and regulatory environment, and how they affect you and your company. For program dates or more information, call the AICD on or visit

3 Duties and Responsibilities of Directors and Officers 18th edition August 2005 Professor Robert Baxt

4 Disclaimer Australian Institute of Company Directors (AICD) has published this work to assist directors. This material should not be relied upon as a substitute for legal or for other professional advice. No reader should act, or fail to act, on the basis of any of this material as it is for general information only, and so professional advisers should be consulted about any matter contained herein. AICD, its officers, the author, and editor, disclaim all and any liability for any action taken or not taken because of relying on information provided in this work. The copyright of this material is vested in AICD and in the author. No part of this material can be reproduced or transmitted in any form, or by any means electronic or mechanical, including photocopying, recording or by any information storage and retrieval systems without the written permission of AICD and the author. The information contained in this work was correct at the time of printing. Published in August 2005 by: The Australian Institute of Company Directors Level 2, National Australia Bank House 255 George Street Sydney NSW 2000 Phone: Fax: First edition published in June 1982 Professor R Baxt and Australian Institute of Company Directors Printed by Southwood Press Pty Ltd National Library of Australia Cataloguing in Publication Data Baxt, R. (Robert), 1938 Duties and Responsibilities of Company Directors and Officers 18th edition Bibliography ISSN ISBN X 1. Directors of corporations legal status, laws, etc. Australia. I. Australian Institute of Company Directors. II. Title

5 Contents Preface Key terms ix x 1 Introduction 1 2 The company and its components 7 1 The structure of a company 7 (i) Public or private company 7 (ii) Limited or guarantee company 8 2 Parts of a company 8 (i) Number of shareholders 8 (ii) Number of directors 9 3 The company as a separate entity or person 9 4 The Salomon case 11 5 Limited liability and when it does not apply 12 6 Definition of director 14 (i) De facto directors 14 (ii) Shadow directors 17 (iii) Nominee directors 19 (iv) Alternate directors 19 (v) Who may be a director? 23 7 Officers 24 8 Disqualification of directors 26 9 Some interesting cases on disqualification of directors and the discretion of the court The rights of company directors Resignation by directors 36 3 The duties of directors a broad overview 39 1 Introduction 39 2 To whom is the director s duty owed? 39 3 The primary duty of directors is to the company, that is to the shareholders/members now and future 40 4 Duties to creditors 42 5 The group of companies 45 6 Do nominee directors owe duties to their nominators? 46 7 Duties to individual shareholders 51 iii

6 iv Duties and Responsibilities of Directors and Officers 8 Do directors owe a duty to employees? 52 9 Do directors owe a duty to society? Concluding remarks 54 4 Duties to act honestly and to avoid conflicts of interest 57 1 The duty to act in good faith and in the best interests of the company (the former duty to act honestly) 57 2 Can directors be liable for fraud, as well as a breach of their duty to act in good faith? 62 3 Duty to avoid a conflict of duty and interest 64 4 Statutory duty not to misuse the position of director section Duty not to make improper use of information (s. 183 of the Act) 73 6 Duty not to abuse a corporate opportunity 75 7 Penalties 78 8 Double jeopardy 78 9 Can shareholders forgive breaches of duty? Conclusion 80 5 Duty to act with care and diligence 81 1 Introduction 81 2 The common law background 82 3 The Adler litigation and section 180 of the Act 84 4 Responsibilities of specific types of directors chairmen, executive and non-executive directors 87 (i) General comments 87 (ii) The AWA case at first instance 88 (iii) Post AWA cases 90 (iv) The AWA case on appeal 92 (v) Some recent comments on the role of specific types of directors 97 (a) The chairman 97 (b) The chief executive officer 98 (c) Other directors 99 5 Duty of care in conflict situations The statutory business judgment rule Other statutory amendments to clarify the position of directors 106 iv

7 Contents v 6 Day-to-day duties Reliance on other directors Duties in relation to accounts Other danger areas 119 (i) Misleading statements 119 (ii) Continuous disclosure and the new infringement notice regime 119 (iii) Duties to avoid fraud and other wrongs Insolvent trading Introduction Basic duty to avoid insolvent trading section 588G Defences to insolvent trading 125 (i) General comments 125 (ii) The Elliott case 126 (iii) Delegation of duty and insolvent trading 129 (iv) Other cases on s. 588H defences Shadow directors and insolvent trading Who may sue for the company s debts in an insolvent trading scenario? Groups of companies and insolvent trading Insurance and forgiveness Introduction Insurance and indemnity The court s ability to forgive directors of breaches of the Act 140 (i) Overview 140 (ii) The rationale for sections 1318 and 1317S 141 (iii) The decision in Edwards (the James Hardie Research Fund case) Forgiveness by shareholders/the company 143 (i) General overview 143 (ii) Directors forgiving their own misdeeds 145 (iii) No forgiveness if fraud is present Remedies for shareholders general law and statutory Overview The statutory derivative action Some examples of the new provision in operation 153 v

8 vi Duties and Responsibilities of Directors and Officers 4 Other statutory remedies The oppression remedy: s (i) Overview 155 (ii) Some earlier examples 157 (iii) Can a minority shareholder be held to oppress a majority shareholder? 159 (iv) More examples Section 1324 injunctions Section Section 247A: the right to inspect books Various actions by ASIC on behalf of shareholders Section 50 of ASIC Act Division of power between shareholders and directors Traps for the unwary director Pre-registration contracts Companies financing share transactions illegally Liability of directors for debts incurred where the company is acting as a trustee Liabilities of directors for payment of unlawful dividends Personal liability under other acts Liability as an accessory: s. 79 of the Act Insider trading: s. 1043A Strict liability of directors Continuous disclosure/prospectuses Infringement notice regime Takeovers Related party transactions The liability of a company for the acts of its agents Criminal liability of directors in actions involving their own companies The doctrine of ultra vires and the powers of directors Directors and superannuation funds The operation of s. 52 of the Trade Practices Act, s. 995 of the Act and specific provisions of the ASIC Act 184 Appendix Angas Law Services Pty Ltd (In Liquidation) v. Carabelas (2005) 185 vi

9 Contents vii Australian Securities and Investments Commission v. Adler & Ors (2002 and 2003) 189 Duty of care 193 Business judgment rule 199 Other statutory duties 201 Australian Securities and Investments Commission v. Plymin & Ors (2003) (the Elliott case) 203 Brunninghausen v. Glavanics (1999) 208 Chew v. R (1991) 210 Circle Petroleum (Queensland) Pty Ltd v. Greenslade (1998) 211 Commonwealth Bank of Australia v. Friedrich & Ors (1991) 213 Cummings & Anor v. Claremont Petroleum NL (1993) 214 Darvall v. North Sydney Brick & Tile Co Ltd (No 2) (1977) 215 Paul Davies Pty Ltd (in liquidation) v. Davies & Anor (1983) 216 Fexuto Pty Ltd v. Bosnjak Holdings Pty Ltd & Ors (2001) 217 Geneva Finance Ltd (Receiver and Manager Appointed) v. Resource Industry Ltd & Anor (2002) 218 Guinness plc v. Saunders & Anor (1990) 222 Mesenberg v. Cord Industrial Recruiters Pty Ltd & Ors (1996) 223 Metropolitan Fire Systems Pty Ltd v. Miller & Ors (1997) 223 Morley v. Statewide Tobacco Services Ltd (2002) 228 Pacifica Shipping Co v. Anderson (1985) 230 Pascoe Ltd (in liquidation) v. Lucas (1998) 230 Pascoe s case on Appeal (1999) 231 R v. Byrnes (1995) 232 Re Polyresins Pty Ltd (1998) 234 Re George Raymond Pty Ltd; Salter v. Gilbertson (2000) 235 The Itoman reorganisation 236 Uncommercial loans 237 The share swap 238 Re Spargos Mining NL (1990) 241 Sheehan (as liquidator of South Australian Service Stations) v. Verco and Hodge (2001) 242 Southern Cross Interiors Pty Ltd (in liquidation) & Anor v. Deputy Commissioner of Taxation & Ors (2001) 245 State Bank of South Australia v. Marcus Clark (1996) 250 Wambo Mining Corporation Pty Ltd v. Wall Street (Holding) Pty Ltd (1998) 251 On-the-spot fines and directors liability 252 vii

10 viii Duties and Responsibilities of Directors and Officers Appendix Care and diligence civil obligation only Good faith civil obligations Directors of wholly-owned subsidiaries Reliance on information or advice provided by others Responsibility for actions of delegate D Delegation F Right of access to company books A Indemnification and exemption of officer or auditor B Insurance premiums for certain liabilities of director, secretary, other officer or auditor K Alternate directors 262 Case references 263 viii

11 Preface This work covers the most important aspects of a director s duties and responsibilities. Directors can take four positive steps to protect their position and that of their company. First, appoint properly qualified officers and advisers. Second, ensure that not only their own knowledge is kept up to date, but also that the knowledge of everyone else in the company who is responsible for this area is kept up to date. Third, implement a proper risk management program and compliance program. Fourth, take out adequate insurance cover for directors and colleagues despite the fact that the insurance cover may be limited in operation. Since the Commonwealth Criminal Code became part of our law in 2001, compliance by companies must now become an essential feature of their operations. There is a presumption of guilt if companies do not employ a culture of compliance when prosecutions are brought in for certain Commonwealth legislation. The existence of such a culture may also lead to lower penalties being sought by the relevant regulators or imposed by the court. The states and territories are likely to implement similar legislation in the not too distant future to deal with this area of the law. The Australian Institute of Company Directors encourages the adoption of such a culture of compliance. Members of AICD and readers of this work are well advised to ensure that they and their organisations take whatever steps are necessary to ensure that they are as up-to-date as possible in dealing with these areas of the law. Professor Robert Baxt Partner Freehills ix

12 Key terms ACCC Act AICD APRA ASC ASIC ASX CAMAC CASAC CL CLERP CLERP Act CLRA CJ Australian Competition and Consumer Commission (the regulator responsible for administering the Trade Practices Act) Corporations Act 2001 (Cwlth) Australian Institute of Company Directors Australian Prudential Regulation Authority Australian Securities Commission (the former regulator for the Corporations Law in Australia) Australian Securities and Investments Commission now the major regulator not only for the Corporations Law, but also for aspects of the insurance and superannuation industry. The responsible minister is the Minister for Financial Services. Australian Stock Exchange Corporations and Markets Advisory Committee. See CASAC Companies and Securities Advisory Committee. From March 2002 CAMAC Corporations Law Corporate Law Economic Reform Program Corporate Law Economic Reform Program Act Company Law Review Act Chief Justice

13 Key Terms xi Employee Entitlements Act FSR Act J NCSC P Privy Council RBA Corporations Law Amendment (Employee Entitlements) Act Financial Services Reform Act Justice National Companies and Securities Commission President A United Kingdom court of appeal to which cases from countries in the Commonwealth could be referred. Australia no longer has that access, as New Zealand does, but the decisions of the Privy Council are relevant to Australia as they form part of the common law. Reserve Bank of Australia

14

15 Chapter 1 Introduction In this work I refer to the Corporations Act 2001 (Cwlth) as the Act. This is basically Commonwealth law, but because of constitutional difficulties faced by the Commonwealth Government the legislation is a combination of Commonwealth, and state and territory legislation with a reference by the states and territories of certain powers (see below). The work refers to either a corporation or a company interchangeably. The other source of law that is important in understanding Australian company law generally is the common law (or the general law). The Australian Stock Exchange s (ASX) Listing Rules and Business Rules play an increasingly important role in this area of the law because of a specific provision of the Act (s. 793C), which provides that the ASX Listing Rules and Business Rules should be treated as though they are part of the Act. The ASX also plays a complementary role as a regulator side-by-side with the main regulator in this area. This main regulator is the Australian Securities and Investments Commission (ASIC). Other regulators are the Australian Competition and Consumer Commission (ACCC), the Australian Prudential Regulation Authority (APRA), and in certain circumstances the Reserve Bank of Australia (RBA). At times, these regulators work together to implement reform or to administer the Act. This work, written primarily for directors and officers of companies, provides an overview of the major responsibilities and duties imposed upon directors and officers in carrying out their role. Some of these duties and responsibilities are derived from the national statute in operation the Act. This overriding Commonwealth legislation became increasingly important because of the Wakim litigation (Re Wakim; Ex parte McNally (1999)). In that case, the High Court of Australia held that the national corporations law scheme then in force was 1

16 2 Duties and Responsibilities of Directors and Officers unconstitutional. It was found in that case by a 6:1 majority that the states did not have the power to confer certain jurisdiction on the Federal Court, as the various state Jurisdiction of Courts (Cross-Vesting) Acts and various versions of the Act (Corporations Laws) purported to do. To overcome this difficulty the states and the territories agreed to confer certain powers on the Commonwealth, resulting in the enactment of the Act in While Parliament sought minimal change to the numbering of sections, where there is a significant change it is noted. Some duties and responsibilities derive from common law, the body of precedent developed as judges interpret previous cases in Australia, and increasingly from overseas (especially the UK). This work discusses the operation of the relevant rules (statutory and common law) as they affect directors, although most of the rules also apply to officers. Where there is a distinction of importance, it is noted. As well as the rules of company law, directors and officers need to be aware that a range of other rules (and this is an increasing range of rules) affect their obligations as directors and officers of companies. These other rules include responsibilities under the trade practices legislation, environment protection law, occupational health and safety law, equal opportunity law, taxation law, and the privacy principles that came into effect in The Commonwealth Criminal Code 2001 (Cwlth), which came into effect on 15 December 2001, places a premium on compliance. Risk management and corporate compliance are now central features of the organisation of a company and of compliance by its directors and officers. Failing to ensure that the company complies strictly with laws in these and other areas may have far-reaching ramifications for company directors and officers. The Act is the fundamental statute referred to in this work. The duties and responsibilities apply to public and private (proprietary) companies. A new form of company, the one person or one-director one-shareholder company introduced by

17 Introduction 3 the Corporations Law Simplification Act of 1995 (Cwlth), provides more flexibility for small businesses. Other measures intended to simplify the earlier legislation have been enacted from time to time. The Company Law Review Act 1998 (Cwlth) (CLRA) that came into effect on 1 July 1998 was a rewrite of the Second Corporate Law Simplification Bill. The simplification program was replaced by the Corporate Law Economic Reform Program Act 1999 (Cwlth) (the CLERP Act). This is aimed not only at simplifying Australian company law, or corporate law as it is sometimes referred to, and the relevant statutes, but also at ensuring that Australian company law is appropriate for Australia s position in the Asia-Pacific region. A number of initiatives pursued by the Federal Government led to a significant recasting of rules about directors in the CLERP Act. This introduced a statutory business judgment rule, rewrote some of the provisions on directors duties, introduced a new statutory right of action for shareholders (members), which overcame rules that had previously limited their ability to enforce claims either against directors and the company or against outsiders, in part revolutionised the rules on takeovers and fundraising, and clarified some issues about accounting standards and the rules generated by accounting bodies. In keeping with the policy of CLERP 6, the Financial Services Reform Act 2001 (Cwlth) (the FSR Act) introduced standardised regulation for all people and companies that deal in financial products, or that give investment advice. The FSR Act creates a single licensing regime for financial sales, advice and dealings on financial products, consistent and comparable financial product disclosure, and a single authorisation procedure for financial exchanges and clearing and settlement facilities. It has been heavily criticised and attempts are currently afoot to simplify its operations. What is genuinely hoped to be the final chapter of law reform came with the Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004 (Cwlth) (CLERP 9). It introduced a number of changes in the areas of continuous

18 4 Duties and Responsibilities of Directors and Officers disclosure, auditor independence, the right of shareholders to obtain information about directors remuneration, and a number of other important changes on whistleblowing. Some of these changes are referred to later in this work. As we go to press the Corporations and Markets Advisory Committee (CAMAC) is in the midst of the third of three very important studies that it is undertaking on directors and their obligations and rights. Two discussion papers have been issued by CAMAC on Personal Liability for Corporate Fault and Corporate Duties Below Board Level and a third paper is being prepared by it on the proposal that the law might be changed to include a duty on the part of directors to take into account social responsibilities. The Parliamentary Joint Committee on Corporations and Financial Services (the PJC) is also examining this issue, which may result in new legislation either permitting or requiring directors to take into account broader interests other than the interests of shareholders (the current law). All of this is discussed in more detail later in this work. It is not possible here to discuss or to list every single duty or obligation faced by the company director. Many are technical in nature or are concerned with matters, such as the proper keeping of accounts and other records, and the filing of information with ASIC, formerly known as Australian Securities Commission (ASC), because of the implementation of the Wallis Report (1997). ASIC is responsible for corporate law and for certain aspects of the insurance and superannuation fields. It has also taken the role of regulating consumer protection laws, a duty previously the domain of the ACCC. Many technical areas of corporate law covered by the Act, by the common law, and by the various rules of the ASX, are not specifically covered in this work. Directors and officers should seek expert advice from lawyers, accountants, or stockbrokers in certain circumstances, irrespective of the companies from which they come; a large public company, or a small one-person company, now permitted.

19 Introduction 5 Company law is constantly the subject of review by the courts and by the parliament. As important decisions are handed down by the courts, they are noted in Law Reporter, published in Company Director 1. Directors should be aware that these discussions are limited in nature and, wherever possible, they should seek expert advice. For directors who wish to obtain a more detailed knowledge of all aspects of this area of the law, and its application, AICD conducts the Company Directors Course. In addition to the Act, there are various texts in this area, and AICD provides a series of other useful publications. 1. Company Director is the journal of the Australian Institute of Company Directors.

20

21 Chapter 2 The company and its components 1 The structure of a company For our purposes a company is one incorporated under the Act or registered under preceding State or Territory Companies Codes. The Act refers to a company as a corporation. This is to ensure that as much weight as possible is given to the powers of the Commonwealth in dealing with trading and financial corporations, the subject of the Commonwealth s general power. This work refers to the corporation or the company as the or a company. (i) Public or private company A company may be public or proprietary (private). A public company has an unlimited number of members and may be listed on the ASX. A private, or as it is referred to in the Act, a proprietary company, is restricted to 50 members and has certain other restrictions imposed on its operations: it may not buy or sell shares from the public, it must restrict transfer of its shares, and its directors must comply with certain rules about disclosure that do not apply to directors of public companies, which are subject to more stringent requirements. An exempt proprietary company is a private company in which no shares are held by a public company. In addition the First Corporate Law Simplification Act introduced a new form of company: the one-person, one-director/oneshareholder company. Following the enactment of the First Corporate Law Simplification Act, the distinction between exempt and non-exempt proprietary companies has been replaced with a distinction between small and large proprietary companies. 7

22 8 Duties and Responsibilities of Directors and Officers A small company must meet at least two of the following criteria: consolidated gross operating revenue for the company and any controlled entities of below A$10 million annually consolidated gross assets of below A$5 million at the end of a financial year the company and the entities it controls have less than 50 employees at the end of the financial year. (ii) Limited or guarantee company A company may be limited by shares or by guarantee. Companies limited by guarantee are usually not-for-profit. A company may elect not to limit the liability of its members; the unlimited liability company can be formed where the arrangement is basically one of partnership. 2 Parts of a company The law considers a company to have three distinct elements, the: company itself, a separate legal person or entity directors and officers of the company. The directors normally act through a board of directors and certain officers may also be appointed directors shareholders or members of the company. The shareholders (or members) own the company, but the directors control the way in which the company operates. Increasing attention is being given to the role of shareholders especially because of the CLERP 9 reforms. (i) Number of shareholders The Act requires companies to have a minimum number of shareholders although with the new one-person company or the small business enterprise as it is referred to in the legislation, only

23 The Company and Its Components 9 one shareholder/member is required. A public company must have at least five shareholders, while the proprietary company must have two. If a company is a holding company, that is, it owns all the shares in a company or a subsidiary beneath it, providing the subsidiary is wholly owned, meaning that all its shares are owned by the holding company, the holding company is the sole shareholder in the subsidiary. (ii) Number of directors The directors are normally appointed by the shareholders. The company s constitution usually vests directors with significant power to manage the affairs of the company on behalf of the shareholders. A public company must have at least three directors, while a proprietary company must have two. The new one-person company only needs one director. Directors must be natural persons and do not have to have any specific academic or other qualifications. The Act and the general law are silent on this aspect, although there are tough rules about disqualification of directors in the Act (discussed later in this chapter). APRA is campaigning to introduce rules requiring certain qualifications to be applicable to directors of companies under APRA s supervision (for example, banks and other financial institutions). The business community vigorously continues to question the need for the changes proposed by APRA. While this has led to some success the eventual result of this initiative on the part of APRA is still unknown. 3 The company as a separate entity or person Once the company is formed through a formal process requiring the lodgment of appropriate documents with ASIC, the company is treated by the Act and by the common law as a separate legal entity or person, separate from its members, directors, creditors or employees. Because of the CLRA, a new company no longer has to have a memorandum and articles of

24 10 Duties and Responsibilities of Directors and Officers association. Rather, the company will have a constitution and what are known as replaceable rules. The constitution is the parallel document to the memorandum of association and the replaceable rules reflect much of the framework of the articles of association as they used to operate. Companies formed before the enactment of CLRA can retain their memorandum and articles and can amend them in the same way as under previous legislation. The courts have remained reluctant to look behind the formal structure of a company and to undertake the exercise of lifting the corporate veil, as it is referred to in the cases. The Act and the general law increasingly require that the courts have power to look behind the corporate veil. The courts can then see who the true owners of the company are especially in a small company or in other circumstances where it may be necessary to look behind the artificial entity, at the natural persons who are involved. This is happening more in areas of taxation law, trade practices law, and environmental law. It has been occurring with more frequency in the area of company law generally, where, under the insolvent trading provisions, directors are made personally liable for the debts incurred by companies. Because of the James Hardie affair, discussed briefly later in this chapter, there is now more attention being placed on the question of whether the corporate veil should be lifted in other cases involving claims in tort (negligence, and so on). Subject to these legislative directions and developments to the contrary, even if a company is a wholly-owned subsidiary the courts will still treat the two companies as separate legal entities. A British court endorsed this in the case of Re Polly Peck International plc (1996) as did the New South Wales Court of Appeal in Wimborne & Ors v. Brien (1997). There is a need to ensure that the separate legal entity of the company continues to be recognised (as it is little more than 100 years since the classic decision of Salomon v. Salomon & Co Ltd (1897). It is also important that this principle is not ignored or given up. A fundamental and important basis of our modern

25 The Company and Its Components 11 company law has allowed much of the commerce to develop in the common law world. This includes England, the United States of America, Australia, New Zealand, Canada, and a number of other countries. 4 The Salomon case In the Salomon case the House of Lords confirmed that a company was a separate legal entity and that the courts could not generally ignore the existence of the company, or to put it another way, could not look behind the company to make individuals responsible for the debts of the company. There has been increasing discussion of the exceptions to the rule in Salomon. Some of them are discussed in detail later. For commercial reasons it is important that the corporate group should be regarded as a single commercial entity, but the concept of limited liability must remain a critical and fundamental factor of our law. In this context, it is important to note that more judges, in not only Australia, but also elsewhere, treat the economic position of the company as critical in examining disputes that are brought before the court. This may require the court to determine who the true owners of the company are, where the funds of the company belong, who should be responsible for certain actions, or whether people should be able to seek recovery from different companies within a corporate group. It is also becoming even more important for our taxation laws and new initiatives are being developed in this area. It is relevant where the company is being sued and has no assets, or is heading towards bankruptcy. However, when the economic position is examined, other companies or people standing behind it would have the resources to meet the alleged claim for damages, or for whatever claims there might be. In Maronis Holdings Ltd v. Nippon Credit Australia Pty Ltd (2001), Bryson J, while sympathetic to the proposition that directors should be able to treat companies within the group as an economic entity for the purposes of financial planning, held that when it came down to legal issues

GUIDE TO DIRECTORS DUTIES UNDER THE BVI BUSINESS COMPANIES ACT 2004

GUIDE TO DIRECTORS DUTIES UNDER THE BVI BUSINESS COMPANIES ACT 2004 GUIDE TO DIRECTORS DUTIES UNDER THE BVI BUSINESS COMPANIES ACT 2004 CONTENTS PREFACE 1 1. Directors of Companies in the BVI 2 2. Statutory Duties of Directors in the BVI 3 3. Disclosure of Director Interests

More information

CORPORATE GOVERNANCE AND KEY COMPANY LAW ISSUES IN CHALLENGING ECONOMIC TIMES

CORPORATE GOVERNANCE AND KEY COMPANY LAW ISSUES IN CHALLENGING ECONOMIC TIMES CORPORATE GOVERNANCE AND KEY COMPANY LAW ISSUES IN CHALLENGING ECONOMIC TIMES INTRODUCTION Directors stand in a fiduciary relationship to the company and there are general fiduciary duties imposed upon

More information

ICSA Guidance on Protection against Directors and Officers Liabilities Indemnities and Insurance

ICSA Guidance on Protection against Directors and Officers Liabilities Indemnities and Insurance ICSA Guidance on Protection against Directors and Officers Liabilities Indemnities and Insurance Contents If using online, click on the headings below to go to the related sections. 1. Introduction 2.

More information

Insolvency: a guide for directors

Insolvency: a guide for directors INFORMATION SHEET 42 Insolvency: a guide for directors This information sheet provides general information on insolvency for directors whose companies are in financial difficulty, or are insolvent, and

More information

Business Structures in Australia

Business Structures in Australia 1. Introduction This paper presents an overview of the various types of business structures available in Australia each of which necessarily attracts different legal and taxation consequences. 2. Sole

More information

COMPANIES ACT 2014 Audit Exemption

COMPANIES ACT 2014 Audit Exemption COMPANIES ACT 2014 Audit Exemption June 2015 TECHNICAL RELEASE TR 06/2015 Readers of this document should note that the Companies Act 2014 is a significant and new piece of legislation whose interpretation

More information

Share Trading Policy. Australian Careers Network Limited ACN 168 592 434. Doc ID 165479751/v2

Share Trading Policy. Australian Careers Network Limited ACN 168 592 434. Doc ID 165479751/v2 Share Trading Policy Australian Careers Network Limited ACN 168 592 434 Ref 304685 Level 14, Australia Square, 264-278 George Street, Sydney Telephone +61 2 9334 8555 NSW 2000 Australia GPO Box 5408, Sydney

More information

D irectors & O fficers Liability Insurance

D irectors & O fficers Liability Insurance Proposal for D irectors & O fficers Liability Insurance PROFESSIONAL RISKS 2nd Floor John Stow House 18 Bevis Marks London EC3A 7JB Tel: +44 (0) 20 7623 4957 Fax: +44 (0) 20 7623 4958-1- PROFESSIONAL RISKS

More information

Continuous disclosure policy

Continuous disclosure policy Continuous disclosure policy OtherLevels Holdings Limited ACN 603 987 266 Adopted on 19 February 2015 Level 11 Central Plaza Two 66 Eagle Street Brisbane QLD 4000 GPO Box 1855 Brisbane QLD 4001 Australia

More information

Guidelines for. Directors of incorporated joint ventures

Guidelines for. Directors of incorporated joint ventures Guidelines for Directors of incorporated joint ventures November 2014 The context Introduction Joint ventures are formal legal agreements where parties come together to develop a particular business or

More information

Securities trading policy

Securities trading policy Securities trading policy Corporate Travel Management Limited ACN 131 207 611 Level 11 Central Plaza Two 66 Eagle Street Brisbane QLD 4000 GPO Box 1855 Brisbane QLD 4001 Australia ABN 42 721 345 951 Telephone

More information

Fact sheet: Duties of directors of a company limited by guarantee

Fact sheet: Duties of directors of a company limited by guarantee Fact sheet: Duties of directors of a company limited by guarantee Overview This fact sheet concerns the legal duties of directors and other officers of not-for-profit organisations that are incorporated

More information

Duty to prevent insolvent trading: Guide for directors

Duty to prevent insolvent trading: Guide for directors REGULATORY GUIDE 217 Duty to prevent insolvent trading: Guide for directors July 2010 About this guide This guide is for directors and their professional advisers. It may also be of interest to registered

More information

T R U S T E E S L I A B I L I T Y

T R U S T E E S L I A B I L I T Y TRUSTEES LIABILITY PROTECT YOUR ASSETS AND YOUR HOME TRUSTEES' EXPOSURE There are many types of non-charitable trust heritage, family, trading, Maori, rest homes, hospitals, education services and the

More information

Explanatory Notes to Sample B MODEL ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES

Explanatory Notes to Sample B MODEL ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES Explanatory Notes to Sample B MODEL ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES This Model Articles of Association is the Model Articles prescribed in Schedule 2 of the Companies (Model

More information

Trust and transparency. Small Business, Enterprise and Employment Bill: Trust and transparency

Trust and transparency. Small Business, Enterprise and Employment Bill: Trust and transparency Small Business, Enterprise and Employment Bill: 1 Government proposals to increase transparency of ownership and control of UK businesses came a step closer on 25 June 2014 with the publication of the

More information

Education Services for Overseas Students Act 2000

Education Services for Overseas Students Act 2000 Education Services for Overseas Students Act 2000 Act No. 164 of 2000 as amended This compilation was prepared on 17 December 2008 taking into account amendments up to Act No. 144 of 2008 The text of any

More information

United Kingdom. Tristan Hall Sarah Hills Sedgwick Detert, Moran & Arnold LLP. 1. Directors duties

United Kingdom. Tristan Hall Sarah Hills Sedgwick Detert, Moran & Arnold LLP. 1. Directors duties Tristan Hall Sarah Hills Sedgwick Detert, Moran & Arnold LLP 1. Directors duties 1.1 Nature of the duties In the United Kingdom, directors owe fiduciary duties and a duty of care to their companies. Until

More information

SAMPLE. Professional Indemnity Insurance (PII) Policy 2015/16. lawcover.com.au Page 1

SAMPLE. Professional Indemnity Insurance (PII) Policy 2015/16. lawcover.com.au Page 1 Professional Indemnity Insurance (PII) Policy 2015/16 Lawcover Insurance Pty Limited ABN 15 095 082 509 Level 13, 383 Kent Street Sydney NSW 2000 DX 13013 Sydney Market Street Telephone: 1800 650 748 (02)

More information

Securities Dealing Policy

Securities Dealing Policy Securities Dealing Policy WorleyParsons Limited Revision: 24 February 2015 Adopted: 24 February 2015 Level 12, 141 Walker Street Sydney NSW 2060 Australia Tel: +61 2 8923 6866 Fax: +61 2 8923 6877 Web:

More information

Management liability - Employment practices liability Policy wording

Management liability - Employment practices liability Policy wording Special definitions for this section Benefits Claim Defence costs The General terms and conditions and the following terms and conditions all apply to this section. Any compensation awarded to an employee

More information

Directors accountability in funds management companies

Directors accountability in funds management companies Directors accountability in funds management companies The complex legal and regulatory framework governing funds management creates particular challenges in mapping and understanding the duties and liabilities

More information

Insolvency Practitioners Bill

Insolvency Practitioners Bill Insolvency Practitioners Bill Government Bill Explanatory note General policy statement The Insolvency Practitioners Bill introduces a negative licensing system that gives the Registrar of Companies the

More information

AMP Limited Trading Policy

AMP Limited Trading Policy AMP Limited Trading Policy Approved by the AMP Limited Board on 28 March 2012 AMP Limited ABN 49 079 354 519 Contents 1. Trading Policy... 3 1.1 Guiding principles... 3 1.2 General trading restrictions

More information

CORPORATE SERVICES IMMIGRATION. Directors Duties and Responsibilities

CORPORATE SERVICES IMMIGRATION. Directors Duties and Responsibilities CORPORATE SERVICES IMMIGRATION Directors Duties and Responsibilities A. COMMON LAW DUTIES Directors are mainly responsible for the overall management of the company. In exercising their powers, they must

More information

GUIDANCE FOR EMPLOYED BARRISTERS. Part 1. General

GUIDANCE FOR EMPLOYED BARRISTERS. Part 1. General GUIDANCE FOR EMPLOYED BARRISTERS Part 1. General 1.1 This guidance has been issued by the Professional Standards Committee, the Professional Conduct and Complaints Committee and the Employed Barristers

More information

SHARE TRADING POLICY

SHARE TRADING POLICY SHARE TRADING POLICY INTRODUCTION These guidelines set out the policy on the sale and purchase of securities in the Company by its Key Management Personnel. Key Management Personnel are those persons having

More information

Chapter 11 : Maintenance of capital and the payment of dividends

Chapter 11 : Maintenance of capital and the payment of dividends Chapter 11 : Maintenance of capital and the payment of dividends TUTORIAL QUESTIONS 1 Historically, a company had to strictly maintain its capital base. What was the logic behind this principle? 2 Why

More information

SHARE TRADING POLICY. This securities trading policy (Trading Policy) is a policy of Strategic Elements Limited and of all its subsidiaries (Company).

SHARE TRADING POLICY. This securities trading policy (Trading Policy) is a policy of Strategic Elements Limited and of all its subsidiaries (Company). Strategic Elements Ltd ABN 47 122 437 503 Suite 6/27 Railway Road Subiaco WA 6008 Australia Phone: +61 8 9278 2788 Fax: +61 8 9288 4400 admin@strategicelements.com.a u SHARE TRADING POLICY 1. INTRODUCTION

More information

Building Work Contractors Act 1995

Building Work Contractors Act 1995 Version: 21.11.2015 South Australia Building Work Contractors Act 1995 An Act to regulate building work contractors and the supervision of building work; and for other purposes. Contents Part 1 Preliminary

More information

The board of directors of a company is primarily responsible for:

The board of directors of a company is primarily responsible for: The board of directors of a company is primarily responsible for: Determining the company s strategic objectives and policies. Monitoring progress towards achieving the objectives and policies. Appointing

More information

Queensland. Health Practitioner Regulation (Administrative Arrangements) National Law Act 2008

Queensland. Health Practitioner Regulation (Administrative Arrangements) National Law Act 2008 Queensland Health Practitioner Regulation (Administrative Arrangements) National Law Act 2008 Act No. 62 of 2008 Queensland Health Practitioner Regulation (Administrative Arrangements) National Law Act

More information

Corporate Law. 1. Company Formations

Corporate Law. 1. Company Formations 1. Company Formations Corporate Law A company is the most common type of entity used by one or more individuals to conduct business if they do not wish to trade in their personal capacities. Relevant factors

More information

SUNCORP GROUP LIMITED

SUNCORP GROUP LIMITED SUNCORP GROUP LIMITED ABN 66 145 290 124 EXEMPT EMPLOYEE SHARE PLAN TRUST DEED 5709273/1 TABLE OF CONTENTS 1. PURPOSE... 1 2. DEFINITIONS... 1 3. OPERATION OF THE PLAN... 4 4. HOW THE PLAN WORKS... 4 5.

More information

In this policy: AASB124 means the Australian Accounting Standards Board 124 December 2012 including its subsequent replacements.

In this policy: AASB124 means the Australian Accounting Standards Board 124 December 2012 including its subsequent replacements. 1 Definitions In this policy: AASB124 means the Australian Accounting Standards Board 124 December 2012 including its subsequent replacements. ASX Board Chair Company Secretary Corporations Act Director

More information

Licence Application Guidelines

Licence Application Guidelines Licence Application Guidelines Conveyancers Licensing Act 2003 Table of Contents Disclaimer... 1 Definition of conveyancing business... 2 What is conveyancing work?... 2 Licensing requirements... 2 Disqualified

More information

Share Trading Policy. China Dairy Corporation Limited ARBN 607 996 449. Hong Kong Registration Number 2190508. Ref GWH:US:545281. Doc ID 292441753/v2

Share Trading Policy. China Dairy Corporation Limited ARBN 607 996 449. Hong Kong Registration Number 2190508. Ref GWH:US:545281. Doc ID 292441753/v2 Share Trading Policy China Dairy Corporation Limited ARBN 607 996 449 Hong Kong Registration Number 2190508 Ref GWH:US:545281 Level 14, Australia Square, 264-278 George Street, Sydney NSW 2000 Australia

More information

Sport & Social Clubs and Not For Profit Organisations Directors & Officers Liability Select

Sport & Social Clubs and Not For Profit Organisations Directors & Officers Liability Select Allianz Insurance plc Sport & Social Clubs and Not For Profit Organisations Directors & Officers Liability Select Policy Overview Product Name/Subject Line Professional Indemnity Policy Overview Contents

More information

Insolvency: a guide for directors

Insolvency: a guide for directors INFORMATION SHEET 42 Insolvency: a guide for directors This information sheet provides general information on insolvency for directors whose companies are in financial difficulty, or are insolvent, and

More information

The Trust and Loan Corporations Act, 1997

The Trust and Loan Corporations Act, 1997 1 The Trust and Loan Corporations Act, 1997 being Chapter T-22.2* of the Statutes of Saskatchewan, 1997 (effective September 1, 1999, clause 44(a), and section 57 not yet proclaimed) as amended by the

More information

Province of Alberta LIMITATIONS ACT. Revised Statutes of Alberta 2000 Chapter L-12. Current as of December 17, 2014. Office Consolidation

Province of Alberta LIMITATIONS ACT. Revised Statutes of Alberta 2000 Chapter L-12. Current as of December 17, 2014. Office Consolidation Province of Alberta LIMITATIONS ACT Revised Statutes of Alberta 2000 Current as of December 17, 2014 Office Consolidation Published by Alberta Queen s Printer Alberta Queen s Printer 5 th Floor, Park Plaza

More information

Duties of the directors of companies in financial difficulties. slaughter and may. October 2010

Duties of the directors of companies in financial difficulties. slaughter and may. October 2010 Duties of the directors of companies in financial difficulties slaughter and may October 2010 Contents 1. Introduction 01 2. Overview 01 3. Practical guidance 02 4. Common law, statutory and regulatory

More information

SHARE TRADING POLICY

SHARE TRADING POLICY SHARE TRADING POLICY 1 PURPOSE 1.1 SCOPE This policy summarises the law relating to insider trading and sets out the Company s trading policy on buying and selling securities of the Company including shares,

More information

Constitution of Australian Pharmacy Council Limited

Constitution of Australian Pharmacy Council Limited APPROVED 25 May 2015 Constitution of Australian Pharmacy Council Limited ACN 126 629 785 Australian Pharmacy Council Ltd Level 2 Ethos House 28-36 Ainslie Place Canberra ACT 2601 Australia T 61 2 6262

More information

G R O U P T R A D I N G P O L I C Y

G R O U P T R A D I N G P O L I C Y G R O U P T R A D I N G P O L I C Y 1. INTRODUCTION These guidelines set out the policy on the sale and purchase of securities in the Company. This policy applies to: all Directors of the Company; all

More information

APRA S FIT AND PROPER REQUIREMENTS

APRA S FIT AND PROPER REQUIREMENTS APRA S FIT AND PROPER REQUIREMENTS Consultation Paper Australian Prudential Regulation Authority PREAMBLE APRA was created out of the Government s financial sector reforms that were implemented as a result

More information

SECURITY TRADING POLICY ACN 163 488 631

SECURITY TRADING POLICY ACN 163 488 631 SECURITY TRADING POLICY ACN 163 488 631 SECURITY TRADING POLICY 1. INTRODUCTION These guidelines set out the policy on the sale and purchase of securities in the Company by its Directors and employees.

More information

The new Hong Kong Companies Ordinance, Chapter 622 of the Laws of Hong Kong, (the New CO )

The new Hong Kong Companies Ordinance, Chapter 622 of the Laws of Hong Kong, (the New CO ) New Hong Kong Companies Ordinance Introduction The new Hong Kong Companies Ordinance, Chapter 622 of the Laws of Hong Kong, (the New CO ) came into operation on 3 March 2014. The New CO consists of 21

More information

Insurance Law Reforms and Requirements for Direct Offshore Foreign Insurers ("DOFIs")

Insurance Law Reforms and Requirements for Direct Offshore Foreign Insurers (DOFIs) Insurance Law Reforms and Requirements for Direct Offshore Foreign Insurers ("DOFIs") The Clayton Utz contact for this document is Fred Hawke, Partner Clayton Utz Lawyers Level 18 333 Collins Street Melbourne

More information

Investment Business in Bermuda

Investment Business in Bermuda Investment Business in Bermuda Foreword This memorandum has been prepared for the assistance of those who require information about the Investment Business Act 2003. It deals in broad terms with the requirements

More information

Your Responsibilities as a Director of a Company. www.moorestephenswa.com.au. Serious about Success

Your Responsibilities as a Director of a Company. www.moorestephenswa.com.au. Serious about Success Your Responsibilities as a Director of a Company www.moorestephenswa.com.au Serious about Success www.moorestephenswa.com.au Introduction As a director of a company you have numerous responsibilities.

More information

Small Business Grants (Employment Incentive) Act 2015 No 14

Small Business Grants (Employment Incentive) Act 2015 No 14 New South Wales Small Business Grants (Employment Incentive) Act 2015 No 14 Contents Page Part 1 Part 2 Preliminary 1 Name of Act 2 2 Commencement 2 3 Object of Act 2 4 Definitions 2 Grant scheme 5 Grant

More information

DIRECTORS & OFFICERS LIABILITY

DIRECTORS & OFFICERS LIABILITY DIRECTORS & OFFICERS LIABILITY PROTECT YOUR ASSETS AND YOUR HOME THE NEW AGE OF LIABILITY The dawning of a new millennium witnessed a new era for company directors and officers with regulatory controls

More information

Guidance Note AGN 520.1

Guidance Note AGN 520.1 Guidance Note AGN 520.1 Fit and Proper Requirements Definition of a responsible person 1. The definitions of responsible persons cover those persons whose conduct is most likely to have significant implications

More information

The Limited Partnership Bill, 2010 THE LIMITED LIABILITY PARTNERSHIP BILL 2010 ARRANGEMENT OF CLAUSES PART I PRELIMINARY. Clause

The Limited Partnership Bill, 2010 THE LIMITED LIABILITY PARTNERSHIP BILL 2010 ARRANGEMENT OF CLAUSES PART I PRELIMINARY. Clause THE LIMITED LIABILITY PARTNERSHIP BILL 2010 ARRANGEMENT OF CLAUSES 1 Short title and commencement. 2 Interpretation. PART I PRELIMINARY Clause PART II REGISTRAR AND REGISTRAR OF LIMITED LIABILITY PARTNERSHIPS

More information

THE DUTIES AND LIABILITIES OF DIRECTORS OF ENGLISH COMPANIES

THE DUTIES AND LIABILITIES OF DIRECTORS OF ENGLISH COMPANIES THE DUTIES AND LIABILITIES OF DIRECTORS OF ENGLISH COMPANIES CORPORATE AND M&A INTRODUCTION This guide states the law as at 1 January 2013. Separate legal personality Under English law a company (whether

More information

HIGHLIGHTS OF MAJOR CHANGES IN NEW COMPANIES ORDINANCE

HIGHLIGHTS OF MAJOR CHANGES IN NEW COMPANIES ORDINANCE HIGHLIGHTS OF MAJOR CHANGES IN NEW COMPANIES ORDINANCE Kevin Wong ( 黃 河 ) -- China-Appointed Attesting Officer ( 中 國 委 托 公 証 人 ) -- Hong Kong Solicitor -- England & Wales Solicitor -- Consultant of S.T.

More information

Share Trading Policy December 2010

Share Trading Policy December 2010 Share Trading Policy December 2010 GUIDELINES FOR BUYING AND SELLING SECURITIES 1. INTRODUCTION These guidelines set out the policy on the sale and purchase of securities in the Company by its Directors

More information

Players Agent Registration Regulations

Players Agent Registration Regulations Players Agent Registration Regulations 1 Definitions 1.1 In these, the following terms shall have the following meanings: Agency Activity means acting in any way and at any time in the capacity of agent,

More information

The Mortgage Brokerages and Mortgage Administrators Act

The Mortgage Brokerages and Mortgage Administrators Act MORTGAGE BROKERAGES AND 1 The Mortgage Brokerages and Mortgage Administrators Act being Chapter M-20.1* of The Statutes of Saskatchewan, 2007 (effective October 1, 2010), as amended by the Statutes of

More information

Share Trading Policy. SkyFii Limited ACN 009 264 699 (Company)

Share Trading Policy. SkyFii Limited ACN 009 264 699 (Company) Share Trading Policy SkyFii Limited ACN 009 264 699 (Company) Table of contents 1 Purpose... 1 1.1 Scope... 1 1.2 Who does this policy apply to?... 1 1.3 Further advice... 1 2 Insider trading prohibitions

More information

Articles of Association

Articles of Association Articles of Association June 2015 Institute of Financial Accountants The Podium, 1 Eversholt Street, Euston, London, NW1 2DN T: +44 (0)207 554 0730 F: +44(0) 207 554 0731 E: mail@ifa.org.uk www.ifa.org.uk

More information

Share Trading Policy GWA007

Share Trading Policy GWA007 GWA007 Created By Executive Director Date February 2005 Rev. No. 4 Updated By Executive Director Date December 2011 File Name Share Trading Policy GWA007 Approved By GWA Group Limited Board of Directors

More information

9 Summary of California Law (10th), Corporations

9 Summary of California Law (10th), Corporations 9 Summary of California Law (10th), Corporations I. INTRODUCTION A. In General. 1. [ 1] Nature of Corporation. 2. [ 2] Reserved Legislative Power Over Corporation Law. 3. [ 3] Statutory Development. 4.

More information

Part 10. Directors and Company Secretaries

Part 10. Directors and Company Secretaries Part 10 Division 1 Subdivision 1 Section 453 A4183 Part 10 Directors and Company Secretaries Division 1 Appointment, Removal and Resignation of Directors Subdivision 1 Requirement to have Directors 453.

More information

Deregistration and Winding up of Australian Companies

Deregistration and Winding up of Australian Companies Introduction Deregistration and Winding up of Australian Companies There can be a number of legal and commercial reasons to end the life of an Australian company. While the most obvious and common reason

More information

Queensland WHISTLEBLOWERS PROTECTION ACT 1994

Queensland WHISTLEBLOWERS PROTECTION ACT 1994 Queensland WHISTLEBLOWERS PROTECTION ACT 1994 Act No. 68 of 1994 Queensland WHISTLEBLOWERS PROTECTION ACT 1994 Section PART 1 PRELIMINARY TABLE OF PROVISIONS Division 1 Title and commencement Page 1 Short

More information

Company Directors' Responsibilities

Company Directors' Responsibilities Company Directors' Responsibilities CONTENTS Company Directors' Responsibilities 2 Disqualification 4 The Powers And Duties Of Company Directors 6 Basic Statutory Obligations Of A Company Under The Companies

More information

Shareholder claims against insolvent companies: Implications of the Sons of Gwalia decision

Shareholder claims against insolvent companies: Implications of the Sons of Gwalia decision 17 December 2007 Mr John Kluver Executive Director CAMAC Level 16 60 Margaret Street SYDNEY NSW 2000 By mail and by email: john.kluver@camac.gov.au Dear John Shareholder claims against insolvent companies:

More information

Financial Services (Banking Reform) Act 2013

Financial Services (Banking Reform) Act 2013 Financial Services (Banking Reform) Act 2013 CHAPTER 33 26.75 Financial Services (Banking Reform) Act 2013 CHAPTER 33 CONTENTS PART 1 RING-FENCING Ring-fencing 1 Objectives of Prudential Regulation Authority

More information

Explanatory Notes to Sample A. ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES (Simplified Form)

Explanatory Notes to Sample A. ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES (Simplified Form) Explanatory Notes to Sample A ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES (Simplified Form) Sample A is a Simplified Form of Articles of Association for private companies limited by

More information

Share trading policy. Mortgage Choice Limited ABN 57 009 161 979 ME_89157250_10 (W2003)

Share trading policy. Mortgage Choice Limited ABN 57 009 161 979 ME_89157250_10 (W2003) Share trading policy Mortgage Choice Limited ABN 57 009 161 979 2 Share trading policy 1. Introduction 1.1 The shares of Mortgage Choice Limited ABN 57 009 161 979 (the Company) are quoted on the Australian

More information

SHARE TRADING POLICY

SHARE TRADING POLICY SHARE TRADING POLICY 1. Background 1.1 Murchison Holdings Limited ( MCH ) has adopted a corporate governance policy taking into account: 1.1.1 the Corporations Act 2001 (Cth); 1.1.2 the guidelines set

More information

Cayman Islands - Duties and Liabilities of Directors

Cayman Islands - Duties and Liabilities of Directors Cayman Islands - Duties and Liabilities of Directors Introduction This Memorandum provides a summary of duties and liabilities of directors of companies incorporated under the laws of the Cayman Islands.

More information

The Companies Act 1862-1900. Private Company Limited by Guarantee and not. having a Share Capital. Memorandum of Association. Children North East

The Companies Act 1862-1900. Private Company Limited by Guarantee and not. having a Share Capital. Memorandum of Association. Children North East The Companies Act 1862-1900 Private Company Limited by Guarantee and not having a Share Capital Memorandum of Association of Children North East As amended by special resolution dated 11 July 2007 1. Name

More information

NSW Self Insurance Corporation Amendment (Home Warranty Insurance) Act 2010 No 30

NSW Self Insurance Corporation Amendment (Home Warranty Insurance) Act 2010 No 30 New South Wales NSW Self Insurance Corporation Amendment (Home Warranty Insurance) Contents Page 1 Name of Act 2 2 Commencement 2 Schedule 1 Amendment of NSW Self Insurance Corporation Act 2004 No 106

More information

CAYMAN ISLANDS. Supplement No. 1 published with Gazette No. 22 of 22nd October, 2012. MUTUAL FUNDS LAW (2012 REVISION)

CAYMAN ISLANDS. Supplement No. 1 published with Gazette No. 22 of 22nd October, 2012. MUTUAL FUNDS LAW (2012 REVISION) CAYMAN ISLANDS Supplement No. 1 published with Gazette No. 22 of 22nd October, 2012. MUTUAL FUNDS LAW (2012 REVISION) Law 13 of 1993 consolidated with Laws 18 of 1993, 16 of 1996 (part), 9 of 1998, 4 of

More information

THE LIABILITY OF COMPANY DIRECTORS AND COMPETENT PERSONS FOR RESOURCE/RESERVE DISCLOSURE

THE LIABILITY OF COMPANY DIRECTORS AND COMPETENT PERSONS FOR RESOURCE/RESERVE DISCLOSURE THE LIABILITY OF COMPANY DIRECTORS AND COMPETENT PERSONS FOR RESOURCE/RESERVE DISCLOSURE ROBYN PHILLIPS Partner, Allen, Allen & Hemsley, Sydney ABSTRACT The provisions in the ASX Listing Rules which require

More information

LawCover. Professional Indemnity Insurance Policy 2009/2010 116693148 \ 0421663 \ AZO01

LawCover. Professional Indemnity Insurance Policy 2009/2010 116693148 \ 0421663 \ AZO01 LawCover Professional Indemnity Insurance Policy 2009/2010 116693148 \ 0421663 \ AZO01 This Policy sets out the conditions on which we agree to insure you. When reading this Policy, please note the use

More information

Companies (Model Articles) Notice. Contents

Companies (Model Articles) Notice. Contents B2195 Companies (Model Articles) Notice Contents Section Page 1. Commencement...B2197 2. Model articles for public companies limited by shares...b2197 3. Model articles for private companies limited by

More information

A guide for directors of subsidiary companies in Hong Kong. August 2011

A guide for directors of subsidiary companies in Hong Kong. August 2011 A guide for directors of subsidiary companies in Hong Kong August 2011 Dear reader, Welcome to our guide for directors and prospective directors of subsidiary companies in Hong Kong. While the duties of

More information

The Company has determined that it s Key Management Personnel, for the purposes of these guidelines, are defined as:

The Company has determined that it s Key Management Personnel, for the purposes of these guidelines, are defined as: SECURITY TRADING POLICY 1. INTRODUCTION This policy relates to the sale and purchase of the Company s securities by its Key Management Personnel and procedures to reduce the risk of insider trading. Key

More information

DIRECTORS DUTIES: FINANCIAL CRISIS AND THE OBLIGATION TO CONSIDER THE INTERESTS OF CREDITORS INTRODUCTION

DIRECTORS DUTIES: FINANCIAL CRISIS AND THE OBLIGATION TO CONSIDER THE INTERESTS OF CREDITORS INTRODUCTION INTRODUCTION We are all familiar with the principle that directors have a general duty to act in the best interests of the company. In most situations where this is an issue, the company is usually treated

More information

Singapore Diamond Investment Exchange Pte Ltd SDiX Depository Pte Ltd Application for Membership -- Approved Supplier

Singapore Diamond Investment Exchange Pte Ltd SDiX Depository Pte Ltd Application for Membership -- Approved Supplier 1 Singapore Diamond Investment Exchange Pte Ltd SDiX Depository Pte Ltd Application for Membership -- Approved Supplier Explanatory Notes 1. This application form is for applicants who intend to apply

More information

Australian Proportionate Liability Regime

Australian Proportionate Liability Regime Australian Proportionate Liability Regime May 2014 16 NOVEMBER 2011 Curwoods Lawyers Australia Square Plaza Building Level 9, 95 Pitt Street SYDNEY NSW 2000 t +61 2 9231 4166 f +61 2 9221 3720 CURWOODS

More information

Queensland. Trust Accounts Act 1973

Queensland. Trust Accounts Act 1973 Queensland Trust Accounts Act 1973 Current as at 23 September 2013 Information about this reprint This reprint shows the legislation current as at the date on the cover and is authorised by the Parliamentary

More information

REVISED SECURITIES TRADING POLICY

REVISED SECURITIES TRADING POLICY 1 June 2015 REVISED SECURITIES TRADING POLICY In accordance with ASX Listing Rule 12.10, Echo Entertainment Group Limited (Echo) advises that it has amended its Securities Trading Policy. The revised policy

More information

Access to Information by Succeeding Auditors

Access to Information by Succeeding Auditors AA Access to Information by Succeeding Auditors September 2011 The Institute of Certified Public Accountants in Ireland Disclaimer This document has been developed by the Consultative Committee of Accountancy

More information

2015 No. 0000 FINANCIAL SERVICES AND MARKETS. The Small and Medium Sized Businesses (Credit Information) Regulations 2015

2015 No. 0000 FINANCIAL SERVICES AND MARKETS. The Small and Medium Sized Businesses (Credit Information) Regulations 2015 Draft Regulations to illustrate the Treasury s current intention as to the exercise of powers under clause 4 of the the Small Business, Enterprise and Employment Bill. D R A F T S T A T U T O R Y I N S

More information

PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF EUROCLOUD UK LIMITED

PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF EUROCLOUD UK LIMITED PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF EUROCLOUD UK LIMITED INDEX TO THE ARTICLES PART 1 INTERPRETATION AND LIMITATION OF LIABILITY 1. Defined terms 2. Liability of members 3. Directors general

More information

Thompson Jenner LLP Last revised April 2013 Standard Terms of Business

Thompson Jenner LLP Last revised April 2013 Standard Terms of Business The following standard terms of business apply to all engagements accepted by Thompson Jenner LLP. All work carried out is subject to these terms except where changes are expressly agreed in writing. 1

More information

Security Trading Policy

Security Trading Policy Security Trading Policy Grays ecommerce Group Limited (ACN 125 736 914) (Grays or Company) Adopted by the Board on 1. Introduction 1.1 Purpose This policy summarises the law relating to insider trading

More information

DÁIL ÉIREANN. [No. 78a of 2014] [27 January, 2015]

DÁIL ÉIREANN. [No. 78a of 2014] [27 January, 2015] DÁIL ÉIREANN AN BILLE FÁ GHLÉASANNA ÉIREANNACHA UM CHOMHBHAINISTIÚ SÓCMHAINNÍ, 2014 IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES BILL 2014 LEASUITHE TUARASCÁLA REPORT AMENDMENTS [No. 78a of 2014] [27 January,

More information

1.3. This submission addresses two aspects of the Options Paper:

1.3. This submission addresses two aspects of the Options Paper: SUBMISSIONS RE IMPROVING PROTECTION FOR CORPORATE WHISTLEBLOWERS OPTIONS PAPER 1. Introduction 1.1. Maurice Blackburn Pty Ltd makes these submissions in response to the Options Paper Improving Protections

More information

Supplement No. 5 published with Gazette No. 15 of 20th July, 2009. MUTUAL FUNDS LAW. (2009 Revision)

Supplement No. 5 published with Gazette No. 15 of 20th July, 2009. MUTUAL FUNDS LAW. (2009 Revision) Supplement No. 5 published with Gazette No. 15 of 20th July, 2009. Mutual Funds Law (2009 Revision) MUTUAL FUNDS LAW (2009 Revision) Law 13 of 1993 consolidated with Laws 18 of 1993, 16 of 1996 (part),

More information

SOLCO LIMITED ACN 084 656 691 (Company) TRADING POLICY

SOLCO LIMITED ACN 084 656 691 (Company) TRADING POLICY SOLCO LIMITED ACN 084 656 691 (Company) TRADING POLICY TRADING POLICY 1. INTRODUCTION These guidelines set out the policy on the sale and purchase of securities in the Company by its Key Management Personnel.

More information

Preface 2. 1. Incorporation 3. 2. Share Capital 3. 3. Dividends & Distributions 3. 4. Shareholders Suits 3. 5. Protection of Minorities 4

Preface 2. 1. Incorporation 3. 2. Share Capital 3. 3. Dividends & Distributions 3. 4. Shareholders Suits 3. 5. Protection of Minorities 4 Cayman Islands Company Law & Taxation Contents Preface 2 1. Incorporation 3 2. Share Capital 3 3. Dividends & Distributions 3 4. Shareholders Suits 3 5. Protection of Minorities 4 6. Disposal of Assets

More information

Explanatory Paper TPB(EP) 03/2010

Explanatory Paper TPB(EP) 03/2010 Explanatory Paper TPB(EP) 03/2010 Professional Indemnity Insurance This TPB explanatory paper (TPB(EP)) is intended as information only. It provides a detailed explanation of the Board s professional indemnity

More information