This report delves into the critical concepts of 'good faith' and 'proper purpose' as they are employed within the framework of Australian company law, specifically focusing on section 181 of the Corporations Act 2001 (Cth). The analysis explores the meaning of these terms, examining relevant case law to illustrate their application and impact on director's duties. The report also assesses the role of these terms as statutory mechanisms that facilitate corporate governance, ensuring ethical conduct and the protection of stakeholder interests. The discussion encompasses the significance of these principles in promoting transparency, accountability, and the overall well-being of corporations and their stakeholders. The report highlights the legal obligations imposed on directors to act in the best interests of the company and to exercise their powers responsibly, contributing to a robust corporate governance framework.