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QUESTION1-

According to the shareholder wealth maximisation theory and stakeholder theory,

corporations in Australia play a significant role in the interests of stakeholders and society in a
variety of ways. Profit maximisation has been one of the most important corporate goals
throughout Australia's corporate history. In the stakeholder theory, the values of the entire
society are taken into account, rather than just those of the shareholders. In addition to
creating large social interdependencies with customers, employees, community members,
and suppliers with whom the firm does business in Australia (Breadsell et al., 2019, p.67)
According to research, most businesses are successful when they assist their neighbours, the
community as a whole as well as creditor's, suppliers', and customers' interests. That's
because according to stakeholders' theories, the profitability of companies is heavily reliant on
the shareholder's fortune. Companies in Australia should provide liability protection, better
access to finance and business continuity and security for employees. The society expects
enterprises to play a social role that benefits all members of society as well as their
shareholders (Ningsih, A.S. and Disemadi, H.S., 2019).

QUESTION-2

Those who have previously signed into contracts with the company's external parties are not
at blame if they have adhered to all legal requirements in securing the contracts. They have
the right to meet with the company's directors to persuade them to renew the contracts. It's
possible for external parties to ask directors to change contracts if they point out contract
errors to them. The only problem is if the directors are unwilling to make changes and
continue to work under the existing contracts. They are able to do so since they are the only
ones who have the authority to make decisions about the company's contracts. A lawsuit can
be filed by either party, but it will take a long time to complete. When the Directors of the
company and the other parties to the contracts that are found to be wrong, they will summon
the accountant and Jacob. In this case, Jacob will feel the heat, as he has entrusted the
account with the company's most vital tasks. A lack of compliance with these requirements on
the part of the accountant has led to contract irregularities as a result. Aside from trying to
negotiate with both the directors and the external parties, Jacob could also try to amend the
contract's provisions. It will be beneficial to the business. Instead of cancelling contracts,
directors should revise the contracts by amending the conditions. If they agree, he needs to
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speak to the parties who have signed the contracts and ask them to correct the inaccuracies
that the accountant made by mistake in the past. Otherwise, the contracts must be cancelled
if they don't agree. As a result, he needs to make it very obvious to all parties involved,
including the directors of the company and the accountant, that being flexible when it comes
to making modifications to the contracts is their best option. Instead, they can end up creating
unnecessary confusion and legal concerns Ningsih, A.S. and Disemadi, H.S., 2019. He
should also provide them the option of hiring a third-party arbiter if they have concerns with
trust. To fix the debt issue, he should speak with his coworker directly. Then, he must follow
the company's policy for recovering the loan if he cannot find a solution. This strategy will lead
to a win-win situation for all parties involved Geach, W., & CA, B. (2016). As well as helping
the firm, it will also benefit the company's directors, external parties, and even the accountant.
Jacob can handle the arbitration process if the company's directors agree. It was a big
mistake for the accountant to grant and authorise a loan to his colleague, because it has not
been repaid. By enlisting the assistance of an accountant, Jacob can remedy this difficulty.
Those responsible must communicate with the colleague who has taken out the loan and ask
him to repay it immediately and shut the loan account as soon as possible. After refusing to
pay back, the accountant will be held responsible for his colleague's debt, and he has to pay
back the money that was borrowed from him. Jacob should be given the task of finding a
solution to the accountant's blunders in this complex issue. There are meetings that Jacob
needs to attend with the company's directors, accountant, and those who have been awarded
contracts. To avoid cancelling contracts, he must persuade the directors that changing the
contracts by modifying their conditions is the best alternative. Then he must convince the
contracting parties that being flexible in making changes to the contracts' terms and
conditions is the best alternative they can take. A different approach could lead to confusion
and legal difficulties. To fix the debt issue, he should speak with his coworker directly
(Ningsih, A.S. and Disemadi, H.S., 2019). Then, he must follow the company's policy for
recovering the loan if he cannot find a solution. He should be disciplined if his co-worker
refuses to cooperate, which may include terminating him from his position. In the absence of
this method, both parties will lose faith in one other and their long-term relationships will be
harmed. At, last it would be pertinent to mention Outsiders have some rights, such as the right
to sue for violation of contract, the right to exclusive use and ownership of material, product,
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or libel, the right to transfer or sell ownership rights, and the right to perform all services and
products on time. As a result, they are able to enforce a variety of contracts.

QUESTION-3

While the Water Wheel firms were insolvent, the Victorian Supreme Court of Appeal
determined that businessman John Elliott failed in his role as a non-executive director to stop
them from trading. As a result, the Court of Appeal ruled that Mr. Elliott had committed
substantial and unforgivable contraventions during a five-month period. He did not do
anything to shield the creditors from the imminent insolvency of the companies in his capacity
as a board member (even as a nonexecutive director). ASIC was able to get a $1.4 million
compensation award against Mr. Elliott, despite the fact that the Water Wheel firms had
entered into deeds of company arrangement, and the court disqualified him from managing a
corporation for four years notwithstanding this. Centro Group's board of directors was found
to have violated its duty in ASIC v. Healey when it failed to detect the omission in the financial
reports that millions of dollars were owed on a short-term basis. When it comes to examining
a company's financial statements, the Australian court was very explicit about the level of care
and investigation required. When it comes to examining a company's financial statements, the
Australian court was very explicit about the level of care and investigation required Varzaly, J.
(2012). If the financial accounts were accurate, it was not enough for directors to have acted
in good faith, followed the proper procedures, and relied on financial professionals' findings.
Director's were needed to use their understanding of the company's affairs and fundamental
financial literacy ideas to ensure, as far as possible and reasonably practicable, that the
information included therein was correct. Directors should have a basic understanding of the
firm's operations, be familiar with the financial situation of the company, and, even if they are
not auditors, have a curious mind. However, many courts view directors as shareholders'
representatives who should use their experience and skill to oversee and evaluate
management and, if necessary to challenge them on their duty of care obligations in order to
ensure that management is effectively fulfilling their duty of care obligations.

QUESTION 4-

This person (Director) is usually in charge and has the highest position in an organisation,
and is one of many employees that are part of a group of managers who maintains a
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prominent role inside an organisation. The directors of a certain organisation are responsible
for a wide range of responsibilities. Daydream Systems Pty Ltd directors may have violated
their directors' obligations, and each director's statutory and common law position will be
discussed in this Question.

Step-by-step explanation

During a financial crisis, Daydream's directors failed to govern the organisation and consider
what would happen to the company if it ran out of credit, which is a violation of their director's
obligations. As a result of their failure to monitor the company, the directors violated their
responsibilities. To add insult to injury, Willie was denied the opportunity to produce amazing
figures using information from the company's files by the directors of Daydream Systems Pty
Ltd, who said that they would rather focus on their primary business of IT and networking
Varzaly, J. (2012).

Legally, directors in organisations have the power to conduct corporate affairs, but they are
also seen as the agents of a company, which means they can act for a company, which is
why they are held responsible when the company acts on behalf of directors, not the directors
(Geach & CA, 2016). Law also mandates disclosure of directors' financial relationships with
the company. The managing director can represent a company in legal proceedings, and
directors cannot be held personally accountable for the firm's failures because they are acting
on behalf of the company Pippet, C. J. (2015).

Acting diligently in light of their knowledge and experience is required of directors under both
statutory and common law requirements, and they must show fair and reasonable diligence
when performing their tasks (Varzaly, 2012). Director's have a very significant role in the
management and administration of a company. They operate in various capacities at various
times to guarantee that the company is run lawfully and efficiently.

IN ADDITION TO THIS I WOULD LIKE TO FURTHER EXPLAIN THE DUTIES OF

DIRECTOR WHICH COULD BE HELPFUL IN UNDERSTANDING THE PARTICULAR
QUESTION-

There are duties and responsibilities that come with being a director of either a Private
Limited Company (PLC) or a Limited Company (LC). There are many directors who are
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uninformed of the tasks and responsibilities they are supposed to carry out in their role as an
officer of the company. As a result of this post, we hope to improve people's perceptions of
what it takes to be an effective Director of a company Varzaly, J. (2012). A robust and ethical
Board of Directors will be created, which will benefit all stakeholders of an organization.

1. Company's best interests must be served

When it comes to the corporation, directors owe a fiduciary duty to the company. Director
must use his/her power in a way that is beneficial to the firm or in its best interest. A director
must also put the company's interests first and, in any event, above their own. It is therefore
unethical for a company's director to act honestly but not in its best interests. Someone who
has a legal or ethical relationship of trust is called a fiduciary. Typically, a fiduciary manages
money for another individual in a prudent manner Pippet, C. J. (2015).

2. Obligation NOT to misappropriate corporate resources

It's important to note that directors do not control any of the company's assets legally. A
company's employees are under its direct supervision, and they must be used in a manner
that is consistent with its goals and objectives.

3. It is against the law to create covert gains

As a company's representative, a director plays an important role. A company's director may,

thus, come into contact with confidential and sensitive information about the company's
operations and affairs, or trade secrets, in the process of managing the business. To protect
the company's interests, the Director must not exploit this confidential information for personal
gain.

4. Confidentiality is required.

A company's directors would have access to all important information regarding the
company's activities and finances. Director's duty is to make sure that such information isn't
leaked in any way. If a director uses secret information for any other purpose than the
company's advantage, he or she must keep it discreet.

5. No conflict of interest is permissible

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When it comes to business directors, they must avoid any arrangement that could jeopardise
their interests or create a conflict of interest with the company. This occurs when an individual
stands to gain personally from actions or decisions made.

6. Attendance at meetings is a must

A company's director must make every attempt to attend as many board meetings as
possible. The company's directorship could be terminated if a director misses three
consecutive board meetings, or all meetings in three months if the absence is longer, without
receiving a leave of absence from the board.

7. NO Exceeding of Powers

How much authority does a firm have? That's stated in its Memorandum of Association
(MOA). According to its Articles of Association (AOA), a company's directors are assigned
certain rights. They must ensure that not only do they maintain a high standard of quality.

REFERENCES-

Breadsell, J.K., Eon, C. and Morrison, G.M., 2019. Understanding resource consumption in
the home, community and society through behaviour and social practice theories.
Sustainability, 11(22), p.6513.

Geach, W., & CA, B. (2016). Statutory, common law, and other duties of directors.

Ningsih, A.S. and Disemadi, H.S., 2019. Breach of contract: an Indonesian experience in
akad credit of sharia banking. Ijtihad: Jurnal Wacana Hukum Islam dan Kemanusiaan, 19(1),
pp.89-102.

Palmiter, A. R. (2011). Duty of Obedience: The Forgotten Duty. New York Law Review ,
Volume 55 2010/2011, 457 - 478.

Pippet, C. J. (2015). Director Bad Behavior - The Impact on Your Credit Union. 2015
Volunteer Leadership Conference (pp. 4-20). Dover: Fox Rothschild LLP - Attoneys at Law.

Varzaly, J. (2012). Protecting the authority of directors: an empirical analysis of the statutory
business judgment rule. Journal of Corporate Law Studies, 12(2), 429-463.