Which of the following statements is not correct? The standard of care of non-executive directors:

recognises that their duties are of an intermittent nature to be performed at periodic board meetings and at meetings of any committee of the board to which the director has been appointed

requires that they must meet minimum standards of care and diligence and

Requires that they must take reasonable steps to place themselves in a position to guide and monitor the management of a company

requires that they all must have particular qualifications and business experience due to changing community standards and expectations

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Question 21 pts
Which statement is false? A specially drafted corporate constitution:

is compulsory for all Australian companies

contains due process rules about issues like meetings, shareholder rights etc

does not necessarily require an objects clause

will still have similarities to the replaceable rules

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Question 31 pts
Where a company does not have a constitution, can shareholders of the company override management decisions?

No

Yes

Sometimes No.

Sometimes Yes.

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Question 41 pts
Fiduciary duties of directors developed through case law. Which of the following does not belong to directors’ fiduciary duties?

Exercise powers for proper purposes

Duty to prevent insolvent trading

Act in good faith in the best interest of the company

Avoid undisclosed conflicts of interest

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Question 51 pts
Which of the following is not a remedy for unhappy shareholders provided by the Corporations Act 2001?

Statutory derivative action

Winding up on just and equitable ground

Common law derivative action

Oppression remedy

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Question 61 pts
Which of the following statements is correct? The traditional case law fiduciary duties of directors:

co-exist with the statutory duties – ie have been supplemented by the Corporations Act

have been replaced by the statutory duties

are completely different from the ones contained in the Corporations Act

were specifically overruled by parliament

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Question 71 pts
Which of the following are not remedies typically applied by a court in the event there is a finding of oppression?

winding up of the company

modifying the existing constitution

regulating future conduct of the company’s affairs

imprisonment of oppressive board

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Question 81 pts
Which of the following statements about the s189 relance and s190 delegation defences is correct?

Directors are not entitled to rely on the judgment of senior management without independent assessment of the information or advice provided to them by the senior management.

Directors are able to rely on the judgment of senior management as long as the reliance is in good faith.

Directors are not liable for the actions of their delegate if they can prove the delegate to be competent.

Directors are not liable for the actions of their delegates

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Question 91 pts
Which answer is correct? In most cases, the member seeking a s 232 oppression remedy will be a shareholder in a small, tightly held company.

True

False

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Question 101 pts
Which of the following statements is incorrect?

The contravention of the section 181 duty to act in good faith and exercise power for proper purpose is a civil penalty provision and criminal liability may also be found where dishonesty is involved.

The contravention of the section 182 duty not to misuse position is a civil penalty provision and criminal liability may also be found where dishonesty is involved.

The contravention of the section 180 duty of care and diligence is a civil penalty provision and criminal liability may also be found where dishonesty is involved.

The contravention of the section 183 duty not to misuse company information is a civil penalty provision and criminal liability may also be found where dishonesty is involved.