business law - Assessment 2 – Research Report (30%) Students are required to complete a research report. Document Preview: Assessment 2 – Research Report (30%) Students are required to complete a...

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Assessment 2 – Research Report
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Table of Contents

Introduction ................................................................................................................................ 3
Company officers ....................................................................................................................... 3
Role and duties ........................................................................................................................... 4
Types of director ........................................................................................................................ 5
Appointment of directo
secretary ............................................................................................ 6
Remuneration of director ........................................................................................................... 7
Removal of director ................................................................................................................... 7
Disqualification .......................................................................................................................... 7
Meetings and proceeding ........................................................................................................... 9
Corporate governance and board ............................................................................................... 9
Conclusion ............................................................................................................................... 10
Bibliography ............................................................................................................................ 11
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Introduction
The corporation law of Australia is responsible for managing the liabilities and duties
egarding directors and company officers in Australia. Whatever is the company size or
structure it is administered by a group of people who have taken charge and are accountable
for the future prosperity of the organization and achievement of goals. Beside this, recent
corporate scandals in strongest economies of world have also led stress on managing
effective board in the company with strong governance system from within. Recent concerns
for securing public position have caused tightening of statutory regulations and introduction
of several new laws (Sharma, 2004).
The central idea of this report is to gain an understanding regarding the laws related to the
most important group of an organization that is company officers, which is many concerned
with board of members. This chapter will research on all the important legal rules made for
the directors of the company; it include information on company officers, their roles,
esponsibilities, types, corporate governance, appointment, removal, powers and other
corporate duties. This paper will provide in-depth information on the role, responsibility and
powers of the important officers of the company in Australia.
Company officers
There were high number of litigation against board members of various companies in the year
1980 and 1990, for this reason in the year 2001 corporation act was formed. Directors can be
defined as the person appointed for managing the internal governance and practices within
organization. According to the corporate law of Australia, directors and other officers of the
company are in a fiduciary relationship with the company. Though the degree of fiduciary
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elationship changes with the authority and position of the officer but the chief idea is all the
dealings must be done with good faith and fair relationship. However, with reference to
several cases such as Permanent building society vs. Wheeler and others, fiduciary duties of a
director is not fixed and may change with circumstances.
Chapter 2D of the corporation act provides information about all the company officers and
their duties. Under section 204 A it is must for every organization to have at least one
company secretary; section 204B provides regulations for appointment of secretary; who is
esponsible for keeping all the company related records and maintenance of internal
governance. Another important officer is executive officer, who may or may not be
appointed. An executive officer is the one who is responsible for management of day to day
activities of the company, if permit by the board.
Role and duties
Directors and other officers plays significant role in smooth and ethical running of an
organization. Section 179 of the chapter 2D describes the general duties and responsibilities
of directors and company officers (as per section 9) in the organization. Duties...