Corporations Law

CORPORATION LAW

ASIC v. Healey (2011)
The directors were characterized as
agents of the entities:
 were required to deliver utmost skills,
diligence as well as care in exercising
their duties and responsibilities;
 Take active in the affairs of the
company;
 Shall be financially literate.

DUTIES AND RESPONSIBILITIES
BREACHED
 Section 180 (1) of the Corporation
Act, 2001 (hereinafter referred as the
Act);
 Section 181 of the Act;
 Section 344 (1) of the Act, and
 Section 601FD (3) of the Act.

Section 180(1) of the Act
It says that:
 every director and officer of a
company
 shall exercise their responsibilities
 anddischarge their duties
 in a manner which a reasonable
person would have exercised if
he/she was occupying the respective
position in the company.

Section 181 of the Act
The section essentially requires the
directors to:
 Act in good faith, and
 For the purpose of the welfare of
corporation

Section 344 and 601 FD of the Act
 Section 344 makes the officers liable
for contravening the provisions of
section 324DAA, DAB and DAC, or
Part 2M.2/ 2M.3.
 Section 601FD imposes the statutory
duty is inclusive of acting honestly, in
a careful and diligent manner,
prioritizing the best interest of the
members and ensuring their welfare

IMPLICATIONS OF THE JUDGMENT
The most important contributions of
the judgement are:
 non-delegation of one’s duty,
 non-reliance on knowledge of others,
 financial literacy of the officers, and
 role of management.

REFERENCES
 Giordano, F., 2011. Company Secretary: Financial
Reporting Duties of Directors-Ten Corporate
Governance Lessons from Centro for Non-Executive
Directors of Listed Public Companies. Keeping good
companies. 63(7). p.390.
 Smith, D.K., 2012. Governing the Corporation: the
Role of Soft Regulation. UNSWLJ. 35. p.378.
 Centro (Asic V Healey) Case Note: Directors’ Duties
For Financial Statements, 2011. [Online]. Available
through: <https://www.brightlaw.com.au/centro-asic-
v-healey-case-note-directors-duties-for-financial-
statements/>. [Accessed on 15th January 2017].

Thank You