Under s 1317s or s 1318 also note santow js comments

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under s 1317S or s 1318 Also note {Santow J’s comments in Miller v Miller} : o ratification can never be a blanket indemnification or exemption on a prospective basis clearly prohibited by [s 199A] as such would be” o “The clear policy of [s 199A], as evinced in its early reference to ‘indemnify’, is to deal with the consequences of breach of obligation owed to the company, not the release of rights which give right to those obligations” D. Insurance Finally under { s 199B Corporations Act} it prohibits a company or related body corporate from paying or agreeing to pay for insurance that covers officers (past or present) for liability incurred in that position and arising out of a wilful breach of duty in relation to the company, or a contravention of s 182 or 183
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The prohibition does not prevent insurance with respect to the cost of defending proceedings (civil or criminal) regardless of their outcome Like doctor’s medical insurance for suing D.1 General Issues Under {s 199C Corporations Act } any contrary provisions (including a provision in the constitution) is void to the extent that it contravenes s 199A or 199B Indemnities and the payment of insurance premiums must be disclosed in the directors report under {s 300(8) Corporations Act} However insurance and indemnities are excluded from the requirement to disclose material personal interests in s 191 Reasonable indemnities, exemptions insurance premiums and payment for legal costs are also exempt from the requirement for shareholder approval of financial benefits to related parties under s 212 E. Other Considerations about Consequences When the consequences for breach of duty were confined to private law remedies, proceedings were seldom brought unless the company went into external administration or there was a change in control The codification of directors’ and officers’ duties in Part 2D.1, and the introduction of the civil penalty and criminal sanctions have given breaches of those provisions public law as well as private law consequences At a practical level, the significance of the conceptual change is amply demonstrated by the sheer volume litigated by ASIC arising out of the collapse of HIH and OneTel The fact that breaches of the codified directors’ and officers’ duties cannot be ratified by shareholders, and the prohibitions on the company giving certain indemnities complement this change and significantly enhance the accountability of directors and officers
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