The director of a company is defined as a person who would be fulfilling the obligations of the director as set out in the Corporations Act. They can be employees of the company. In the case of the National Optometrists Limited it is seen that the company has seven unpaid directors. The paid or unpaid status of the director will have no impact on whether they are a director. They would be fulfilling the needed obligations under the general duties of directors as prescribed in Corporations Act. The constitution that has been drafted for director code expressly prohibits the directors from undertaking a position of profit. The issue at hand is that of an Annual General Board Meeting which was traditionally scheduled to be held in Canberra, but for the first time in ten years was being held in Broome. The sub issues associated with this meeting are as follows.
Firstly, the issue of whether one of the directors has moved the meeting because of personal interests needs to be considered. Conflict of interest in director duties has to be evaluated here to see if he has breached his duties.
The second issue is that of passing information to different directors. All directors have to be involved in making decisions. When one of the directors has a query then the query has to be satisfied. However, other board members were unaware of much information and their queries were not met properly as is required by law.
Thirdly, it is necessary to give notice of meeting to all directors. The meeting must also be scheduled accommodating everybody. This was not done either, as Bob a member of the Group did not receive any intimation of the meeting.
Finally, one of the directors has been paid consulting fees for reviewing a proposed submission to the government. This looks shady as well, as it is the duty of all directors to review proposed submissions and submit their viewpoint. The hefty payment that Bill has got appears shady.