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136-534: The ABC Board is a board of directors that is responsible for the operations of the Australian Broadcasting Corporation . It is made up of five to seven directors chosen by the Australian government , and a managing director who is appointed by the board itself. At various times, ABC staff have been granted rights to elect a nominee for appointment to the board; and as of April 2013 staff elected

272-441: A quorum must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise. In most common law countries,

408-473: A stock corporation , non-executive directors are elected by the shareholders , and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members. The board of directors appoints the chief executive officer of the corporation and sets out the overall strategic direction. In corporations with dispersed ownership,

544-696: A 'revenge measure' taken against the Corporation. In July 2007, Labor announced plans to make the system of appointments to the board independent of the Minister for Communications; and also reinstate the staff election of a nominee director. Initial members of the independent panel were Gonski, Smith, Allan Fels and Leneen Forde . In September 2018, there was criticism raised by Labor's Shadow Communications Minister Michelle Rowland about ABC's "independence and integrity of Australia's most trusted news organisation risk having been compromised" following discussions within

680-470: A 17-seat swing. The Coalition was reduced to only 19 seats nationwide, including only one west of Broken Hill . Fadden's Country Party took a particularly severe beating, winning only seven seats. Labor also won the primary vote in all states in the Senate, and thus all 19 seats, to hold a majority of 22 out of 36 seats. Buoyed by this success, Curtin called a referendum which would give the government control of

816-442: A board is not a career unto itself. For major corporations, the board members are usually professionals or leaders in their field. In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on

952-527: A board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity ). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on a public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout

1088-405: A board of directors vary widely across organizations and may include provisions that are applicable to corporations, in which the "shareholders" are the members of the organization. A difference may be that the membership elects the officers of the organization, such as the president and the secretary, and the officers become members of the board in addition to the directors and retain those duties on

1224-515: A board, but the duty is instead considered part of their larger job description. Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits. such as travel, hotel and meal expenses for the board meetings. Tiffany & Co. , for example, pays directors an annual retainer of $ 46,500, an additional annual retainer of $ 2,500 if

1360-483: A death considered by beacons of the local press to be a self-sacrificial casualty of war, a sentiment echoed by Presbyterian minister Hector Harrison. At 4:00   am on 5 July 1945, as Australia's 7th Division began its last operation against Japanese forces in the Battle of Balikpapan , John Curtin died at The Lodge. Aged just 60, he was the second Australian prime minister to die in office within six years,

1496-642: A fact even contemporary commentators ascribed to the extreme stressors such an office demanded. The next day, Curtin's body was laid in state at the King's Hall in Parliament House , where a memorial service was held, conducted by one of his friends, the Presbyterian minister Hector Harrison. Ben Chifley and Enid Lyons were seen to weep openly. Harrison seemed to include Curtin among the Australian servicemen who had made

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1632-447: A firm in a different industry. Outside directors are not employees of the company or affiliated with it in any other way. Outside directors bring outside experience and perspectives to the board. For example, for a company that serves a domestic market only, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international trade options. One of

1768-529: A generous " golden parachute " which also acts as a deterrent to removal. A 2010 study examined how corporate shareholders voted in director elections in the United States. It found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. Also, directors received fewer votes when they did not regularly attend board meetings or received negative recommendations from

1904-592: A leader of the "No" campaign during the 1916 referendum on overseas conscription, and was briefly jailed for refusing to attend a compulsory medical examination. He moved to Perth the following year to become the editor of the Westralian Worker , and later was state president of the Australian Journalists' Association . After three unsuccessful attempts, Curtin was elected to the House of Representatives at

2040-407: A majority of the current members of the board, some of whom were rejected by the nomination panel. Board of directors A board of directors is an executive committee that supervises the activities of a business , a nonprofit organization , or a government agency . The powers, duties, and responsibilities of a board of directors are determined by government regulations (including

2176-574: A matter of urgency." Curtin made crucial decisions linking Australia to the United States. On 28 December, the Sydney Daily Telegraph published a public statement of his government's new attitude: We look for a solid and impregnable barrier of the Democracies against the three Axis powers, and we refuse to accept the dictum that the Pacific struggle must be treated as a subordinate segment of

2312-612: A member of the Victorian Socialist Party Curtin held strong anti-imperialist and anti-militarist views, and in opposition to the mainstream of the Labor movement, opposed racism due to his belief that racial hatred was used as a tool of the "exploiting class". Labor historian Graeme Osborne describes Curtin's stance as "anticipating Lenin in the view that imperialism was capitalism in its last stage". He wrote for radical and socialist newspapers. From 1911 until 1915, Curtin

2448-408: A mission station, and to children who were maintained from a deceased estate. The Child's Allowance was introduced in 1943, payable at the rate of five shillings per week for a first for an unendowed child under 16 years dependent on an invalid or permanently incapacitated old-age pensioner. From July 1945 onwards, Additional Benefit for Children of five shillings per week became payable in respect of

2584-517: A more 'politically balanced' commission. Once elected to power, Labor prime minister Whitlam replaced the entire board—appointed by Liberal governments over the previous 23 years—with supporters of the Labor Party. His successor, Malcolm Fraser , attempted unsuccessfully to take similar action by replacing the board with politically conservative commissioners in 1976, but was only able to make new appointments by adding two extra director positions onto

2720-547: A nominee-director. The duties of the board, as set out in the Australian Broadcasting Corporation Act 1983 , commonly called the ABC Act , (section 8) include duties "to ensure that the functions of the Corporation are performed efficiently and with the maximum benefit to the people of Australia; to maintain the independence and integrity of the Corporation; and to ensure that the gathering and presentation by

2856-833: A panel established "at arm's length" from the Communications Minister. If the Minister chose someone not on the panel's shortlist, the Minister would be required to justify their selection to Australian Parliament . The Chairman of the ABC is nominated by the Prime Minister and endorsed by the Leader of the Opposition . Past appointments have been associated directly with political parties—five of fourteen appointed chairmen have been accused of political affiliation or friendship, including Richard Downing and Ken Myer (both of whom publicly endorsed

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2992-512: A position on the board. Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement. In practice for publicly traded companies, the managers ( inside directors ) who are purportedly accountable to

3128-416: A proxy advisory firm. The study also shows that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support. Board accountability to shareholders is a recurring issue. In September 2010, The New York Times noted that several directors who had overseen companies which had failed in

3264-439: A relatively small number of individuals have significant influence over many important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research. The process for running a board, sometimes called the board process , includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to

3400-438: A resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted). Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors. In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems,

3536-629: A sense it was a people's war in which they were full participants. In terms of social policy, the Curtin government enacted a wide range of progressive social reforms during its time in office. Pensions were introduced for deserted wives and widows, while the establishment of the Women's Employment Board led to increased wages for some women during the war. Aboriginal Australians were provided with significantly increased entitlement to welfare benefits, while maternity allowances were extended. In addition, pensions for

3672-568: A single vote. The party gained seats at the 1937 and 1940 elections , with the latter resulting in a hung parliament . The ALP eventually formed a minority government in October 1941, when the Fadden government lost a confidence motion. The Japanese attacks on British Malaya and Pearl Harbor occurred two months after Curtin became prime minister, and Australia entered the war against Japan. Bombing raids on northern Australia soon followed. Curtin led

3808-415: A single-tier board, while the chairman of the management board is reckoned as the company's CEO or managing director . These two roles are always held by different people. This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority. The aim is to prevent a conflict of interest and too much power being concentrated in

3944-538: A small country town in north-west Victoria. His father had failed to prosper in Melbourne, which was in the middle of an economic downturn. In Charlton, he took over the lease of a pub owned by his brother-in-law, John Bourke. Curtin was enrolled in the local state school, as a Catholic school had not yet been established. He excelled academically, and was seen as a potential "scholarship boy". However, he and his family left Charlton in 1896. Struggling financially, they spent

4080-439: A state law "relating to the control of Aboriginal natives" or if they lived in a state where they could not be exempt from such laws but were of eligible for pension on the grounds of "character, standard of intelligence and development". That same year, pension became exempt from income tax. In 1943, funeral benefits were introduced, together with a Wife's Allowance for wives of incapacitated age pensioners "where she lived with him,

4216-593: A strong voice in Washington, D.C., and he wanted that voice to be MacArthur's. He gave over control of Australian forces to MacArthur, directing Australian commanders to treat MacArthur's orders as if they came from the Australian Government. Biographer John Edwards wrote: A lesser Australian leader might have grated against MacArthur's vanity, cavilled at his assumption of command, contradicted his grandiloquent claims, satirised his manner. Curtin did not. He seized

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4352-488: A warder at Pentridge Prison . He later joined the Victoria Police , where in thirteen years he never rose above the rank of a constable; he received reprimands for indecent assault and using excessive force against children. In 1883, he married Catherine Agnes Bourke (known as "Kate"), who had arrived in Melbourne in 1875. She was the sister of one of his police colleagues. Curtin was born with congenital strabismus of

4488-457: A week by the ABC and the term of office was two years with eligibility for re-election to a second term. An elected director was not eligible for a third term of office. Broadcaster Ramona Koval had occupied the position for the previous four years prior to its abolition amid ongoing intense controversy. This drew criticism from the Labor Party, Australian Greens , and the Democrats , who saw it as

4624-414: Is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management . Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting . In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and

4760-406: Is also an additional statutory body for audit purposes. The OECD Principles are intended to be sufficiently general to apply to whatever board structure is charged with the functions of governing the enterprise and monitoring management. The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of

4896-408: Is associated with rigorous monitoring and improved corporate governance. In some European and Asian countries, there are two separate boards, an executive board (or management board) for day-to-day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board. In these countries, the chairman of the supervisory board is equivalent to the chairman of

5032-413: Is considered to be comparatively weak due to the limited time they can dedicate to this task. Overconfident directors are found to pay higher premiums in corporate acquisitions and make worse takeover choices. Locally rooted directors tend to be overrepresented and lack international experience, which can lead to lower valuations, especially in internationally oriented firms. Directors' military experience

5168-575: Is frequently ranked as one of Australia's greatest prime ministers and political leaders. Curtin left school at the age of 13 and became involved in the labour movement in Melbourne . He joined the Labor Party at a young age and was also involved with the Victorian Socialist Party . He became state secretary of the Timberworkers' Union in 1911 and federal president in 1914. Curtin was

5304-401: Is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited. In membership organizations , such as a society made up of members of a certain profession or one advocating a certain cause, a board of directors may have the responsibility of running the organization in between meetings of

5440-408: Is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail. As a practical matter, executives even choose the directors, with shareholders normally following management recommendations and voting for them. In most cases, serving on

5576-459: Is that the board tends to have more de facto power. Most shareholders do not attend shareholder meetings, but rather cast proxy votes via mail, phone, or internet, thus allowing the board to vote for them. However, proxy votes are not a total delegation of the voting power, as the board must vote the proxy shares as directed by their owner even when it contradicts the board's views. In addition, many shareholders vote to accept all recommendations of

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5712-446: The chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association . However, in membership organizations, the members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise. The directors of an organization are the persons who are members of its board. Several specific terms categorize directors by

5848-463: The 1914 federal election . The strain of this period led him to drink heavily and regularly, a vice which blighted his career for many years. He proposed to Elsie Needham on St Kilda Beach , and they were married on 21 April 1917 in the dining room of a private home in West Leederville . Curtin moved to Perth, Western Australia , in 1917 to become an editor for the Westralian Worker ,

5984-543: The 1928 federal election , winning the Division of Fremantle . He is the only prime minister to have represented a constituency in Western Australia . He remained loyal to the Labor government during the party split of 1931 . He lost his seat in Labor's landslide defeat at the 1931 election , but won it back in 1934. The following year, Curtin was elected party leader in place of James Scullin , defeating Frank Forde by

6120-458: The 1943 election in a very strong position. Even allowing for the advantages that an incumbent government has in wartime, Fadden and Hughes had been unable to get the better of Curtin, and the Coalition had become almost moribund. In the election, Curtin led Labor to its greatest-ever victory, winning two-thirds of the seats in the House of Representatives on a two-party preferred vote of 58.2% and

6256-694: The 1943 election , which remains a party record. Curtin died in office in July 1945, after months of ill health attributed to the stresses of the war. Many of his post-war reconstruction plans were implemented by his successor Ben Chifley , who in 1946 led the ALP to consecutive victories for the first time. Curtin was born in Creswick , Victoria , on 8 January 1885. He was christened "John Joseph Ambrose", although his middle names were not recorded on his birth certificate and he stopped using them in later life. Within his family he

6392-400: The 2007–2008 financial crisis had found new positions as directors. The SEC sometimes imposes a ban (a "D&O bar") on serving on a board as part of its fraud cases, and one of these was upheld in 2013. The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that

6528-476: The Advisory War Council . In October 1941, Arthur Coles and Alexander Wilson , the two independent MPs who had been keeping the Coalition in office since 1940 (first under Menzies, then under Fadden), joined forces with Labor in defeating Fadden's budget and bringing the government down. Governor-General Lord Gowrie was reluctant to call an election for a Parliament barely a year old, especially given

6664-554: The American-British-Dutch-Australian Command in the Netherlands East Indies for the defence of Java and Sumatra . Before they could arrive, Singapore fell on 15 February 1942. Most of the 8th Division was taken into captivity, although a small number, including its commander, Major General Gordon Bennett , managed to escape. "The fall of Singapore", Curtin announced in a radio address to

6800-539: The Brunswick Cricket Club , where he had a reputation as a solid batsman . He remained involved in both sports throughout the remainder of his life, as an administrator and supporter. He was said to have an encyclopaedic knowledge of cricket statistics. From a young age, Curtin was active in both the Australian Labor Party and the Victorian Socialist Party , which was a Marxist organisation. While

6936-656: The Pacific War broke out when Japan bombed Pearl Harbor . Curtin addressed the nation on the radio, saying, "Men and women of Australia...we are at war with Japan. This is the gravest hour of our history. We Australians have imperishable traditions. We shall maintain them. We shall vindicate them. We shall hold this country and keep it as a citadel for the British-speaking race and as a place where civilisation will persist." On 10 December, HMS  Prince of Wales and HMS  Repulse were both sunk by Japanese bombers off

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7072-416: The executive board . Typical duties of boards of directors include: The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For companies with shares publicly listed for negotiation , these responsibilities are typically much more rigorous and complex than for those of other types. Typically, the board chooses one of its members to be

7208-485: The shareholders , the law imposes strict duties on directors in relation to the exercise of their duties. The duties imposed on directors are fiduciary duties, similar to those that the law imposes on those in similar positions of trust: agents and trustees . John Curtin Prime Minister of Australia Term of government (1941–1945) Ministries Elections John Curtin (8 January 1885 – 5 July 1945)

7344-504: The 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting. However, by 1906, the English Court of Appeal had made it clear in the decision of Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 that

7480-550: The ABC board about an email instruction from Justin Milne to Michelle Guthrie in May 2018 to sack senior presenter Emma Alberici, on the basis that what was reported by Alberici did not agree with the government. On 24 September 2018, Justin Milne announced to ABC staff that Managing Director Michelle Guthrie was sacked following discussions with the ABC executive and directors. Milne then announced his resignation on 27 September. Communications Minister Mitch Fifield has directly appointed

7616-543: The Australian Labor Party at the 1972 election ), as well as Sir Henry Bland. David Hill was close to Neville Wran , while Donald McDonald was considered to be a close friend of John Howard . In the past, appointments of commissioners and directors also drew criticism. In the 1932, a majority of the commissioners were publicly conservative. This continued to 1942, when the Curtin and Chifley administrations appointed

7752-679: The Australian community, which serve staggered four-year terms. Vacancies are advertised in September–October each year. The Advisory Council's current Chairman is Dr Jane Munro, Head of International House at the University of Melbourne . The Minister for Communications nominates candidates to the Governor-General for appointment to the ABC Board; based on a shortlist prepared by an independent nomination panel. As of April 2018, members of

7888-577: The British Isles without any solid partnership in place with the United States. This speech also received criticism at high levels of government in Australia, Britain and the US; it angered Churchill, and Roosevelt said that it "smacked of panic". The speech nevertheless achieved the effect of drawing attention to the possibility that Australia would be invaded by Japan . Before this speech, the Australian response to

8024-503: The British war effort. In 1941, Menzies travelled to Britain to discuss Australia's role in the war strategy, and to express concern at the reliability of Singapore's defences, only to be drawn into Winston Churchill 's disastrous Greek campaign . While he was in Britain, Menzies lost the support of his own party, and was forced to resign as prime minister. The Coalition elected Arthur Fadden ,

8160-610: The CEO and their direct reports (other C-level officers, division/subsidiary heads). Board structures and procedures vary both within and among OECD countries. Some countries have two-tier boards that separate the supervisory function and the management function into different bodies. Such systems typically have a "supervisory board" composed of nonexecutive board members and a "management board" composed entirely of executives. Other countries have "unitary" boards, which bring together executive and non-executive board members. In some countries there

8296-404: The CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production. An outside director is a member of the board who is not otherwise employed by or engaged with the organization, and does not represent any of its stakeholders. A typical example is a director who is president of

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8432-521: The Corporation of news and information is accurate and impartial according to the recognized standards of objective journalism". The Governor-General , on the recommendation of the Federal Government, appoints members, as specified in the ABC Act . The ABC Act specifies that Directors must be experienced in broadcasting, communications or management, or have expertise in financial or technical matters, or have cultural or other interests relevant to

8568-499: The Howard government also made several controversial appointments to the ABC Board, including Albrechtsen, a prominent critic, Ron Brunton , and Keith Windschuttle . During their 2007 federal election campaign, Labor announced plans to introduce a new system, similar to that of the BBC , for appointing members to the board. Under this new system, now in place, ABC candidates are considered by

8704-643: The Malayan coast. Curtin cabled the President of the United States , Franklin D. Roosevelt , and Churchill on 23 December, saying, "The fall of Singapore would mean the isolation of the Philippines, the fall of the Netherlands East Indies and attempts to smother all other bases. It is in your power to meet the situation... we would gladly accept United States commanders in the Pacific area. Please consider this as

8840-423: The Pacific in 1942. Curtin had previously opposed conscription for overseas service during World War I, and again in 1940 when it was introduced by Menzies, although he had supported softening it to allow conscripts to serve in Australian territories. Curtin recognised that the restriction of the Australian conscripts to Australia and its territories was morally indefensible and politically unviable. To remove what

8976-516: The Pacific. Australia moved closer to New Zealand, and suggested a lesser role for the United States after the war. Washington was annoyed. Concurrently, the Curtin government enacted the Statute of Westminster Adoption Act 1942 , under which Australia accepted the dominion status which Britain had conferred in 1930, but which the Australian federal government had not accepted until then. The Adoption Act took effect retroactively as of 3 September 1939,

9112-620: The South-West Pacific Area as the Governor-General proclaims as being territories associated with the defence of Australia". The stress of the war and especially this bitter internal battle within Labor took a great toll on Curtin's health, which had never been robust even at the best of times. He had suffered all of his life from stress-related illnesses, and depression; he was also a heavy smoker. Curtin made very heavy use of newspapers and broadcast media, especially through press conferences, speeches, and newsreels. Australians gained

9248-533: The U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee . Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing, nomination committees have historically received input from management in their selections even when the CEO does not have

9384-472: The US are the National Association of Corporate Directors , McKinsey and The Board Group. A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow the board to conduct its business by conference call or other electronic means. They may also specify how a quorum is to be determined. The responsibilities of

9520-540: The age of 14 years, 16 pounds where there were one or two other children, and 17 pounds 10 shillings in cases of three or more children. These amounts included an additional allowance of 25 shillings per week in respect of the period four weeks before and four weeks after the birth, to be paid after the birth of the child. That same year, eligibility for Child Endowment was extended to children in Government institutions, to Aboriginal children who lived for six months per year on

9656-410: The arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between inside directors, as outside directors do not benefit from the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and

9792-416: The basis that he promise to give up alcohol, which he subsequently did. Although Labor made little progress at the 1937 election , by 1939 Labor's position had vastly improved. Curtin led Labor to a five-seat swing in the 1940 election , which resulted in a hung parliament. In that election, Curtin's own seat of Fremantle had been in doubt. United Australia Party challenger Frederick Lee appeared to have won

9928-470: The board members, the collaborative creation of an agenda for the meeting, the creation and follow-up of assigned action items , and the assessment of the board process through standardized assessments of board members, owners, and CEOs. The science of this process has been slow to develop due to the secretive nature of the way most companies run their boards, however some standardization is beginning to develop. Some who are pushing for this standardization in

10064-492: The board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with conflicts of interest ) are nominated and elected. In countries with co-determination , a fixed fraction of the board is elected by the corporation's workers. Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by

10200-454: The board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small. Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize. However, there have been moves recently to try to increase shareholder activism among both institutional investors and individuals with small shareholdings. A contrasting view

10336-615: The board. In 1983, Minister John Button referred proposed board appointments to an all-party committee for the first time. This practice was discontinued before the end of Paul Keating 's government. Alan Ramsey , in a 1996 article for The Sydney Morning Herald noted that: "12 came from overt political backgrounds, among them a former Labor premier, a former Liberal senator, a former Liberal Cabinet minister, four trade union activists, four advisers to various State Labor administrations, and Labor's former opinion pollster, Rod Cameron." In short, "less than half Labor's ABC appointments over

10472-405: The board. The directors may also be classified as officers in this situation. There may also be ex-officio members of the board, or persons who are members due to another position that they hold. These ex-officio members have all the same rights as the other board members. Members of the board may be removed before their term is complete. Details on how they can be removed are usually provided in

10608-456: The board. They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance, and they might not know about the industry or sector in which the organization is operating. Individual directors often serve on more than one board. This practice results in an interlocking directorate , where

10744-455: The bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in Robert's Rules of Order may be used. In a publicly held company , directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the shareholders /stockholders. In this capacity they establish policies and make decisions on issues such as whether there

10880-451: The chance to share authority with MacArthur, refused to offend his vanity, drew him as close as he could. Of Curtin's military decisions, it was the cleverest, most fruitful, most abidingly successful. By mid-1942, the results of the battles of the Coral Sea and Midway had averted the perceived threat of invasion. Despite the "beat Germany first" policy, 346,000 Americans were fighting in

11016-485: The deputy leader of the party since 1931 who had been closely associated with the economic policies of the Scullin government. This led left wing factions and trade unions to support Curtin, in an attempt to block Forde from getting the leadership. With their support, Curtin was able to defeat Forde by just one vote to become Leader of the Labor Party and Leader of the Opposition . The groups that had supported Curtin did so on

11152-436: The director has a right to receive special notice of any resolution to remove them; the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting. The director may require the company to circulate any representations that they wish to make. Furthermore, the director's contract of service will usually entitle them to compensation if they are removed, and may often include

11288-487: The director is also a chairperson of a committee, a per-meeting-attended fee of $ 2,000 for meetings attended in person, a $ 500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits. Academic research has identified different types of board directors. Their characteristics and experiences shape their role and performance. For instance, directors with multiple mandates are often referred to as busy directors. Their monitoring performance

11424-478: The division of powers between the board and the shareholders in general meaning depended on the construction of the articles of association and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage." The new approach did not secure immediate approval, but it

11560-639: The door to the vast manpower of China and the jumping-off fields for the devastation of Japanese cities. Multitudes of the finest lives of Australia, Britain, and America would have been saved; the long years of toil, death, and separation, which assuredly stretch ahead, would have been shortened." Curtin formed a close working relationship with the Allied Supreme Commander in the South West Pacific Area , General Douglas MacArthur . Curtin realised that Australia would be ignored unless it had

11696-500: The economy and resources for five years after the war was over. The 1944 Australian Referendum contained one referendum question: "Do you approve of the proposed law for the alteration of the Constitution entitled 'Constitution Alteration (Post-War Reconstruction and Democratic Rights) 1944'?" Constitution Alteration (Post-War Reconstruction and Democratic Rights) 1944 was known as the 14 powers, or 14 points referendum. It sought to give

11832-612: The elderly and infirm were increased. In 1942, temporary public employees became eligible to apply to join the Commonwealth superannuation scheme if they had been employed for no less than five years and were certified as having indefinite future employment, while the Commonwealth Employees' Furlough Act of 1943 provided long service leave for all temporary Commonwealth employees. In 1943, the Universities Commission

11968-595: The first child to any person qualified to receive unemployment or sickness benefit having the custody, care and control of one or more children under the age of 16. In 1945, Curtin ordered the preparation of the White Paper on Full Employment in Australia . The White Paper was the defining document of the official economic policy in Australia until the 1970s. For the first time, the Australian government accepted an obligation to guarantee full employment and to intervene as necessary to implement that guarantee. Curtin went into

12104-608: The following two years moving around country Victoria, as his father managed pubs in Dromana , Drouin , and Mount Macedon . Curtin attended the local state schools, ending his formal education in 1898 at the age of 13. In early 1899, Curtin began working as an office boy at a weekly magazine called The Rambler , earning five shillings per week. His employer was the artist and writer Norman Lindsay , who had also grown up in Creswick and knew his family. The magazine did not last long, and over

12240-591: The following years Curtin held down a series of short-term jobs, including as a copy boy at The Age , a potter's apprentice, and a houseboy at a gentlemen's club . These were interspersed with periods of unemployment. He did not secure a permanent job until he was 18, taking up a position as an estimates clerk with the Titan Manufacturing Company in South Melbourne in September 1903. By that time he

12376-563: The fullest say in the direction of the Democracies' fighting plan. Without any inhibitions of any kind, I make it clear that Australia looks to America, free of any pangs as to our traditional links or kinship with the United Kingdom. We know the problems that the United Kingdom faces. We know the dangers of dispersal of strength, but we know too, that Australia can go and Britain can still hold on. We are, therefore, determined that Australia shall not go, and we shall exert all our energies towards

12512-412: The general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in

12648-479: The general body of shareholders. It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it. In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement . For publicly traded companies in

12784-402: The general conflict. By that it is not meant that any one of the other theatres of war is of less importance than the Pacific, but that Australia asks for a concerted plan evoking the greatest strength at the Democracies' disposal, determined upon hurling Japan back. The Australian Government, therefore regards the Pacific struggle as primarily one in which the United States and Australia must have

12920-511: The government power, over a period of five years, to legislate on monopolies, corporations, trusts , national health, family allowances, freedom of speech , religion, ex-servicemen rehabilitation, the ability to legislate for Indigenous Australians , and safeguards against the abuse of legislative power. The referendum was defeated, receiving a majority only in Western Australia and South Australia. Nationally overall, 54 percent voted against

13056-426: The hands of one person. There is a strong parallel here with the structure of government, which tends to separate the political cabinet from the management civil service . In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of

13192-479: The hazards of the conflict but threw himself into his work with an utter devotion which at length laid him low and at last called for the supreme sacrifice. We pay him today the homage of a grateful people as one whose name will live forever more in the land he loved and among the free peoples of the world. Bearing his coffin from the King's Hall were Opposition Leader Robert Menzies , and former prime ministers Billy Hughes , Earle Page and James Scullin . His body

13328-546: The identification and nomination of directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a non-stock corporation with no general voting membership, the board is the supreme governing body of the institution, and its members are sometimes chosen by the board itself. Other names include board of directors and advisors , board of governors , board of managers , board of regents , board of trustees , and board of visitors . It may also be called

13464-459: The international situation. He summoned Coles and Wilson and made them promise that if he named Curtin prime minister, they would support him for the remainder of the Parliament to end the instability in government. The independents agreed, and Curtin was sworn in as prime minister on 7 October, aged 56. He became the first and only prime minister to come from Western Australia. On 8 December 1941,

13600-400: The jurisdiction's corporate law ) and the organization's own constitution and by-laws . These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In

13736-532: The leader of the Country Party , as Menzies' replacement, even though the UAP was the senior partner in the Coalition. Curtin adroitly refused calls from his own caucus to bring about the defeat of the government through a motion of no confidence . Curtin had refused Menzies' initial offer to form a wartime " national government ", partly because he feared that it would split the Labor Party, although he did agree to join

13872-429: The left eye, which remained noticeable throughout his life. It was largely a cosmetic defect, but he was quite self-conscious about it. According to his biographer David Day , it had "a considerable psychological effect" on him, and likely exacerbated his natural shyness. Curtin lived in Creswick until 1890, when his father retired from the police. His father suffered from chronic rheumatoid arthritis and syphilis , and

14008-553: The loss, Curtin became the advocate for the Western Australian Government with the Commonwealth Grants Commission . He stood for his old seat in 1934 after Watson announced his retirement for the second time, and was able to win it back. In 1935, when Scullin resigned as Labor Leader, Curtin stood in the election to replace him, although he was not expected to win. His opponent was Frank Forde ,

14144-418: The membership, especially if the membership meets infrequently, such as only at an annual general meeting . The amount of powers and authority delegated to the board depend on the bylaws and rules of the particular organization. Some organizations place matters exclusively in the board's control while in others, the general membership retains full power and the board can only make recommendations. The setup of

14280-548: The nation on 16 February, "can only be described as Australia's Dunkirk. It will be recalled that the fall of Dunkirk initiated the Battle for Britain. The fall of Singapore opens the Battle for Australia. On its issue depends not merely the fate of this Commonwealth but the frontier of the United States of America and, indeed, all the Americas and, therefore, in a large measure the fate of the British-speaking world." The Japanese threat

14416-505: The nation's war effort and made significant decisions about how the war was conducted. He placed Australian forces under the command of the American general Douglas MacArthur , with whom he formed a close relationship, and successfully negotiated the issue of overseas conscription that had split his party during World War I. The ALP won almost two-thirds of the seats in the House of Representatives at

14552-426: The official trade union newspaper. He settled in the suburb of Cottesloe where his residence is now heritage-listed as " John Curtin's House ". He enjoyed the less pressured life of Western Australia and his political views gradually moderated. He joined the Australian Journalists' Association (AJA) in 1917 and was elected its Western Australian President in 1920. He wore his AJA badge (WA membership #56) every day he

14688-429: The organization. Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on. Typical inside directors are: An inside director who is employed as a manager or executive of the organization is sometimes referred to as an executive director (not to be confused with the title executive director sometimes used for

14824-585: The outbreak of World War II. Although politically a product of the government's policy of re-orientation towards the United States, constitutionally, this marked the moment that Australia became an independent nation with a separate Crown , no longer subject to the supremacy of British law and the British Crown. The Curtin government agreed that the Australian Army's I Corps – centred on the 6th and 7th Divisions – would be transferred from North Africa to

14960-479: The panel were former Treasury Secretary and Westpac Chairman, Ted Evans AC (Chairman); company director and lawyer, Dr Sally Pitkin; public relations media director and former broadcaster, Anne Fulwood ; and former Australian Public Service Commissioner and departmental secretary, Helen Williams . Appointments to the board made by successive governments have often resulted in criticism of the appointees' political affiliation, background, and relative merit. From 2003

15096-452: The powers of the board are vested in the board as a whole, and not in the individual directors. However, in instances an individual director may still bind the company by their acts by virtue of their ostensible authority (see also: the rule in Turquand's Case ). Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of

15232-454: The presence or absence of their other relationships to the organization. Corporations often appoint a former senior executive and ex-board member as honorary president , a position that does not carry any executive authority and represents recognition of the person's corporate governorship and performance. An inside director is a director who is also an employee, officer, chief executive, major shareholder , or someone similarly connected to

15368-514: The provision of broadcasting services. Each director serves a term of five years, with eligibility for reappointment at the end of this term. Directors are expected to follow the ABC Board Protocol, which stipulates responsibilities, expectations, rights, and benefits. The board maintains an Advisory Council, which advises it on matters concerning the Corporation's programming. The Council is made up of twelve members, broadly representative of

15504-456: The question in the referendum. By 1944—a time when he was travelling to and from London and Washington for meetings with Churchill, Roosevelt and other Allied leaders—Curtin had already developed heart disease . He had a heart attack in November 1944, and did not return to work until January 1945. With the end of the war in sight, his health began to deteriorate seriously and at a rapid pace,

15640-486: The seat on the second count after most of independent Guildford Clarke's preferences flowed to him, and it was not until the final counting of preferential votes that Curtin knew he had won the seat. In September 1939, the Second World War commenced when Nazi Germany invaded Poland. In line with the king's declaration of war, Prime Minister Robert Menzies declared war on Germany and announced Australia's support for

15776-423: The second count. Re-elected in Labor's sweeping election victory the following year , he expected to be named as a member of Prime Minister James Scullin 's Cabinet, but disapproval of his heavy drinking habit meant that he remained on the backbench. William Watson chose to briefly come out of retirement in 1931 , and easily defeated Curtin in an election that saw Labor collapse to just 14 seats in Parliament. After

15912-437: The shaping of a plan, with the United States as its keystone, which will give to our country some confidence of being able to hold out until the tide of battle swings against the enemy. This speech was one of the most important in Australia's history, marking a turning point in Australia's relationship with its founding country, the United Kingdom. Many felt that Prime Minister Curtin was abandoning Australia's traditional ties to

16048-468: The shareholders are normally the same people, and thus there is no real division of power. In large public companies , the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives (such as a finance director or a marketing director) who deal with particular areas of the company's affairs. Another feature of boards of directors in large public companies

16184-511: The ultimate sacrifice: "His Calvary was the anguish of a man of peace who loathed war with all his heart and soul. A one who spent his life in an attempt to promote human understanding, and journeyed oft in that attempt. And yet who, by a strange irony of fate, was chosen by destiny to lead the nation in her hour of direst peril... when the hosts of the North came down like a mighty flood, confident in strength and exalted in victory, he did not shrink from

16320-488: The war effort had been troubled by attitudes swinging from "she'll be right" to gossip-driven panic. By 1943, when the threat of Japanese invasion had passed, Curtin increasingly returned to a commitment to the British Empire. Downplaying nationalism, he said that Australia comprised "seven million Britishers". He saw the United States as a predatory economic and military power that would threaten Australia's own ambitions in

16456-465: The world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company. Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets. More recently, however, material is becoming available for boards of private and closely held businesses including family businesses. A board-only organization

16592-466: The years have had obvious party political connections, while two of them came from among the ranks of its political opponents." A 2006 restructure of the ABC board, undertaken by the Howard government , abolished the position of staff elected director. The elected director was previously nominated and elected by employees of the ABC. Nominees for this director office were to have been employed at least 24 hours

16728-443: Was an Australian politician who served as the 14th prime minister of Australia from 1941 until his death in 1945. He held office as the leader of the Australian Labor Party (ALP), having been most notable for leading the country through the majority of World War II , including all but the last few weeks of the war in the Pacific . Curtin's leadership skills and personal character were acclaimed by his political contemporaries and he

16864-766: Was assessed as medically unable to resume his police duties. He was offered a choice between an annual pension and a lump-sum pay-out, and opted for the latter. He subsequently moved his family to inner Melbourne , taking over the lease of a pub on Little Lonsdale Street and moving into rented accommodation in Brunswick . Curtin began his education at St Francis' Boys School, a Christian Brothers school attached to St Francis' Church . He later briefly attended St Bridget's School in Fitzroy . He also attended Macedon Primary School in Macedon . In 1894, Curtin and his family moved to Charlton ,

17000-476: Was employed as state secretary of the Timberworkers' Union . He was elected federal president of the union in 1914. During World War I he was a militant anti-conscriptionist; he was briefly imprisoned in December 1916 for refusing to attend a compulsory medical examination, even though he knew he would fail the exam due to his very poor eyesight. He also stood (unsuccessfully) as the Labor candidate for Balaclava in

17136-501: Was endorsed by the House of Lords in Quin & Axtens v Salmon [1909] AC 442 and has since received general acceptance. Under English law, successive versions of Table A have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them. The modern doctrine

17272-517: Was established to exempt students from war service to undertake or continue university studies and to assist those students by exempting them from fees and, subject to a means test, by providing them with living allowances. "Asiatics" who were subjects of Australia became eligible for a pension in 1941, and eligibility was extended the following year to Pacific Islanders known as "Kanakas", and from that July that year "Aboriginal natives" of Australia became eligible for pensions if they were not subject to

17408-413: Was exempted from income tax. In 1942, eligibility for maternity allowances was extended to Aboriginal women who were exempted from State laws relating to the control of Aboriginal natives and who were considered suitable to receive the benefits. From 1943, the income test for maternity allowances was abolished and the rate of the allowance was increased to 15 pounds where there were no other children under

17544-513: Was expressed in John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows: A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they alone can exercise these powers. The only way in which

17680-649: Was further underlined on 19 February, when Japan bombed Darwin , the first of many air raids on northern Australia . Churchill attempted to divert I Corps to reinforce British troops in Burma, without Australian approval. Curtin insisted that it return to Australia. Roosevelt supported Churchill, offering to send an American division to Australia instead, while the Chief of the Australian General Staff , Lieutenant General Vernon Sturdee , threatened to resign if his advice

17816-603: Was his legal wife and did not receive a pension in her own right". From June 1942, Widows' Pension Class B was paid to widows without dependent children who were aged 50 and over. The term "widow" included de facto widows who had lived with the deceased spouse for at least three years prior to his death and had been maintained by him. Eligibility was also extended to deserted de jure wives who had been deserted for at least six months, divorced women who had not remarried and women whose husbands were in hospitals for those considered to be insane. From July that year, Widows' Pension Class B

17952-439: Was ignored and the troops were diverted to Burma. Curtin prevailed, although he agreed that the main body of the 6th Division could garrison Ceylon . In the 1943 Australian federal election campaign the following year, Curtin was forced to publicly defend his decision. "Had we held Rangoon , or had we even held the district, of Akyab ", media magnate Keith Murdoch wrote in an editorial on 13 August 1943, "we would have held

18088-616: Was known as "Jack". Curtin was the oldest of four children – his younger brother George was born in 1887, followed by his younger sisters Molly and Hannah in 1889 and 1891. His parents were both born in County Cork , Ireland. His father, John Curtin Sr., had arrived in South Australia in 1873, with two of his brothers. His brothers settled in Adelaide , but he moved on to Victoria and found work as

18224-601: Was now a major obstacle to the government's re-election prospects, he moved to remove the restriction. While there was support from the Communist Party of Australia and its sympathisers, there was trenchant opposition from the Catholic Church, represented by B. A. Santamaria and Arthur Calwell . Ultimately, the Defence Act was amended so that conscripts could be deployed outside of Australia to "such other territories in

18360-487: Was prime minister. In addition to his stance on labour rights, Curtin was also a strong advocate for the rights of women and children. In 1927, the Federal Government convened a Royal Commission on Child Endowment, and Curtin was appointed as a member of that commission. Curtin stood for Parliament a second time in 1925 , this time for Fremantle , although he lost heavily to the incumbent William Watson . Watson retired in 1928 , and Curtin ran again, this time winning on

18496-574: Was the family's primary breadwinner, as his father was a virtual invalid. As a youth, Curtin was a talented sportsman. Between 1903 and 1907, he played as a half-forward flanker for the Brunswick Football Club in the semi-professional Victorian Football Association (VFA). His teammates gave him the nickname "Bumble". His nephew Claude played for Fitzroy in the Victorian Football League (VFL). Curtin also played cricket for

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