Introduction

1. Introduction Types of directors Board of directors Appointment of directors Removal of directors Company secretary The indoor management rule

2. Corporate Directors and Officers Definition of directors: s 9 Properly appointed directors: s 9(a) Persons treated as directors De facto director: s9(b)(i); Corporate Affairs Commission v Drysdale (1978) 141 CLR 236 Shadow director: s9(b)(ii); Standard Charted Bank of Australia Ltd v Antico (1995) 13 ACLC 1381 Definition of officers: s 9

3. Types of Directors Managing director Appointed by directors: s 201J May be conferred with any of the powers that directors can exercise: s 198C(1) Chair of directors Elected by directors: s 248E Power of casting vote: s 248G(2) Minutes must be signed by the chair: s251A(2) Executive & non-executive directors Alternate director With the approval of the board, appointed by a director: s 201K AISC must be notified: s 205B(2) Nominee director

4. Board of Directors Meaning Powers of the board: ASX�s Principles of Good Corporate Governance and Best Practice Recommendations Separation of ownership and management Directors exercising all powers of the company unless otherwise provided: s 198A(2); Shareholders cannot override management decisions: Automatic Self-Cleaning Filter Syndicate Co v Cuninghame [1906] 2 Ch 34

5. Automatic Self-Cleaning Filter Syndicate Co v Cuninghame [1906] 2 Ch 34

6. Appointment of Directors Who can be a director: s 201B Consent to act as director: s 201D Appointment By shareholders� resolution at general meeting: s 201G Special rules for public companies: s 201E(1) Special rules for 1 director/shareholder companies: s 201F(1) Casual vacancies: s 201H Notice to ASIC: s 205B(1)

7. Disqualification from Managing a Corporation Automatic disqualification: s 206B Convicted persons: s 206B(1) Undischarged bankrupt: s 206B(3)&(4) Disqualification by court order Contravention of civil penalty provision: s 206C; ASIC v Adler (2002) 20 ACLC 1146 Failed companies: s 206D(1) Repeated contravention of the CA: s 206E; ASIC v Starnex Securities Pty Ltd [2003] FCA 1375 ASIC�s power of disqualification: s 206F(1) Leave to manage: s 206G; Re Zim Metal Products Pty Ltd [1977] ACLC 29, 556

8. ASIC v Starnex Securities Pty Ltd [2003] FCA 1375

9. Re Zim Metal Products Pty Ltd [1977] ACLC 29, 556

10. Termination of Appointment Term expires Resignation: s 203A Directors may give the notice to ASIC: s 205A Removal of directors Proprietary companies Procedures specified in the constitution strictly adhered to: Nibaldi v RM Fitzroy & Associates Pty (1996) ACSR 330 By resolution: s 203C Public companies: By general meeting s 203D Directors cannot be removed by directors: s 203E

11. Company Secretary Legal requirement: s 204A Appointed by directors: s 204D ASIC to be notified: s 205B(1) Who can be appointed? s 204B Statutory responsibilities: s 188(1)

12. The Indoor Management Rule Law of agency under corporate context: s126 �IMR� under the CA General position: s128 Assumptions that can be made: s129 Royal British Bank v Turquand (1856) 6 E & B 327; 119 ER 886

13. Royal British Bank v Turquand (1856) 119 ER 886