在BLPL已发行的1000股股本中，约有700股为Pool Company Ltd (TPCL)所有。现在TPCL的董事Michael Bronte要求Alan向董事会提议，TPCL的全资子公司Brisbane Concrete必须作为BLPL水泥的唯一供应商。Alan和董事们讨论了关于布里斯班混凝土的问题，最终选择了布里斯班混凝土作为唯一的供应商，Alan现在知道，在他未来的董事会职位上，TPCL会支持他。在此背景下，有必要了解第1个问题:《2001年公司法》(Cth)第181-183条中的职责是否适用于TPCL?
In the 1000 share capital that has been issued by BLPL about 700 shares are owned by The Pool Company Ltd (TPCL). Now TPCL’s director Michael Bronte has asked Alan to propose to the board that TPCL’s wholly owned subsidiary Brisbane Concrete must be used as the sole supplier of cement for BLPL. Alan’s arguments with respect to Brisbane concrete with the directors led to a discussion and ultimately Brisbane concrete was selected as sole supplier, Alan now knows he would be supported by TPCL when it comes to his future board position. Given this background context, it is necessary to understand if,Issue 1: the duties in sections 181-183 of the Corporations Act 2001 (Cth) apply to TPCL?
Secondly, Peter has made use of information that he acquired during the meeting, and went to the firm YG and wanted to arrange for him to buy securities and also with discounted information. Now even if BLPL did not go ahead with the acquisition, it is necessary to analyze for whether Peter has breached any director duties, Issue 2: Has Peter breached any director duties
Thirdly, with respect to operations, it is noted that Freda did not read the report which advised against landscaping. She voted for expanding into landscaping which turned into a major financial disaster for the company. Issue 3: What are the defenses for the breach of duty of due care skill and diligence?
Now in this situation, it is noted that the person in question in Issue 1 is indeed a director. The person has made use of information to convince another director of the company to work on a situation that would be beneficial to their company. However, TPCL could lose its name and reputation if this agreement with Alan came to light. As director of company, duties apply to TPCL.
Peter has breached his director duties as he has made use of information that he got in his capacity as the director of the company. Information that he would not have gotten otherwise, so it is critical that he ensure that the information is protected, but he has instead made use of it for personal interest and hence has breached his duties.
Finally, in the case of Issue 3, the director cannot claim defense as she has not exercised due diligence. She has not delegated duty to anybody else. She cannot show she had exercised reasonable faith in deciding to go ahead with landscaping.