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I would put a new standing agenda item on the Board agenda ‘Board meeting review’ that would focus on the individual performance of the directors so they can self-reflect on their contributions.

Update the governance and compliance calendar with the prescribed ASIC filing due dates and reminder in the governance calendar for action well prior to this date.

As Company Secretary, I would formalise a structured approach to the distribution and timeline for feedback on the minutes to improve communication and transparency. All directors and their alternates that attended the Board meeting should have the opportunity to review the meeting minutes for accuracy. I would circulate the draft meeting minutes to seek feedback within 1 week after the meeting. This would give me time to incorporate any required changes with the formal approval sought on the draft minutes at the next Board meeting.

I would put governance as an item on the board agenda every meeting that covers approval of previous meeting minutes, any new or updates to disclosures to embed the practice of timely reporting, compliance and governance requirements.

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As the company secretary, I would urgently notify and update the Board Chair on the scenario. We would discuss the situation and obtain legal advice on the breaches to LR 10 as well as s180-182 and s191-192 CA. I would gather all the information and provide support to The Chair in preparation for an out-of-session Board meeting to advise the Board of the problem.

Following the legal advice, I would then support the Chair on the remedial actions to be taken.

I would also work with executive team/top management to cultivate a culture where all staff act lawfully, ethically and responsibly.

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This director has breached the following statutory duties:

s 180(1) CA Duty to exercise care and diligence, and

s 181(1) CA Duty to act in good faith in the best interests of the company and for a proper purpose, and

s 182 SA Duty not to improperly use position to gain an advantage or cause detriment, and

s 191 CA  and s192 CA which sets out that directors are required to disclose any material personal interest they have in matters relating to the company’s affairs. This disclosure must be made as soon as practicable at a meeting of the board.

ASX LR 10 Transactions with related parties – requires shareholder approval for certain transactions with related parties or persons in a position of influence.

ASX LR 3.1 Immediate Notice of Material Information.

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I would recommend the board focus on strengthening governance through practical improvements that support informed decision-making and ongoing compliance.

•Maintain an up-to-date governance and compliance calendar.

•Strengthen board processes, including conflict declarations, quality board papers and accurate meeting minutes.

•Conduct regular board and director performance evaluations.

•Provide ongoing governance training for directors.

•Regularly review governance practices against the ASX Corporate Governance Principles.

•Encourage open communication between the Board, Executive and Company Secretary to identify and address issues early.

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As Company Secretary, my priority would be to address the immediate compliance risks while strengthening the company's governance framework.

•Obtain legal advice regarding the conflicted transaction and ASIC investigation.

•Ensure the director formally discloses the conflict and update the register of interests.

•Recommend the board reassess the transaction without the conflicted director participating.

•Coordinate the company's response to ASIC and ensure all information provided is accurate and timely.

•Finalise or reconstruct board minutes using supporting documentation.

•Update the compliance calendar and complete a governance compliance review.

•Review governance policies, particularly conflicts of interest, disclosures and board processes.

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This scenario highlights several legal and governance failures that expose the company and directors to regulatory action and reputational risk.

Corporations Act s191 – Failure by the director to disclose a material personal interest.

Corporations Act ss180–184 – Potential breach of directors' duties, including acting with due care, in good faith and for a proper purpose.

Corporations Act s251A – Failure to properly prepare and maintain board meeting minutes.

ASX Listing Rules – Potential breach of continuous disclosure obligations if the transaction was material and not appropriately disclosed.

ASX Corporate Governance Principles – Weaknesses in governance relating to board oversight, ethical conduct, risk management and board performance evaluations.

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Formalise communication protocols: define escalation pathways, reporting, and clear thresholds for board vs management matters.

Standardise board papers: concise summaries, explicit recommendations, risk/compliance impacts, and mandatory conflict disclosures.

Strengthen meeting discipline: timely paper circulation, standing conflicts agenda item, and accurate minutes capturing rationale.

Rebuild compliance framework: centralised compliance calendar with owners, deadlines, and automated reminders aligned to Corporations Act 2001 (Cth) and ASX Listing Rules.

Embed accountability: assign named owners and require quarterly compliance attestations.

Enhance continuous disclosure controls: establish a disclosure committee and clear escalation protocols.

Implement compliance reporting: dashboard to the board covering breaches, near-misses, and trends.

Conduct annual board evaluations: include individual director performance and skills gap analysis.

Introduce governance training: duties, conflicts, and disclosure obligations.

Embed continuous improvement: post-incident reviews with documented actions and follow-up.

Align with best practice: benchmark against ASX Corporate Governance Council principles.

Reinforce culture: prioritise transparency, early disclosure, and constructive challenge at board level.

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Escalate urgently to the Chair and (if appropriate) independent directors.

Identify and formally document:

The undisclosed material personal interest.

Whether the director:

Was present and/or voted.

Obtain legal advice on:

Validity of the approval.

Whether the transaction should be:

Suspended, unwound, or re-approved.

Secure governance records

Reconstruct board minutes immediately:

Use meeting notes, emails, and director confirmations.

Have minutes:

Reviewed by the Chair.

Formally entered within statutory requirements (s251A).

Document gaps transparently.

Stabilise compliance processes

Conduct a rapid audit of the compliance calendar:

Identify missed or upcoming obligations (ASX, ASIC, financial reporting).

Implement a temporary controls checklist for critical deadlines.

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s191 – Disclosure of material personal interest

Director failed to disclose a material personal interest in a transaction involving a related party (sibling’s company).

s195 – Restrictions on voting

Director may have improperly:

Been present during deliberations, and/or

Voted on the matter.

s180 – Duty of care and diligence

Board may have failed to exercise reasonable care by:

Not identifying the conflict of interest.

Approving a transaction without proper scrutiny.

s181 – Duty to act in good faith in best interests of the company

Potential breach if:

Decision was influenced by undisclosed personal relationships.

Transaction not demonstrably in the company’s best interests.

s182 – Misuse of position

Director may have used their position to benefit a related party.

s183 – Misuse of information

If inside information was used to advantage the sibling’s company.

Chapter 2E (ss208–210) – Related party benefits

Possible breach if:

Financial benefit given to a related party without:

Shareholder approval, or

Falling within an exception.

s251A – Minutes of meetings

Failure to properly record board minutes:

Must be recorded within 1 month.

Must accurately reflect proceedings and resolutions.

s674 – Continuous disclosure (for listed entities)

Potential breach if:

Material information about the transaction or conflict was not disclosed to the market.

Listing Rule 3.1

Failure to immediately disclose:

Material transaction.

Conflict of interest.

Any information that a reasonable person would expect to affect the share price.

Listing Rule 10.1 / 10.11 (depending on structure)

If the sibling’s company qualifies as an associate:

Shareholder approval may have been required before entering the transaction.

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The board should strengthen its disclosure process by using simple, clear escalation steps aligned with ASX LR 3.1 and Guidance Note 8. Communication with regulators should be consistent and transparent. Internally, improving compliance means keeping an active compliance calendar (s188) and maintaining proper minutes (s251A). For continuous improvement, the board should commit to regular evaluations and better alignment with the ASX Corporate Governance Principles.

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Transaction should be paused and reviewed against s191, s195, and ASX Chapter 10 to check if it requires shareholder approval or needs to be unwound. A quick continuous‑disclosure check should follow, issuing any required ASX updates under LR 3.1. It’s also important to engage openly with ASIC and ASX to show good faith. Internally, minutes must be corrected to comply with s251A, the compliance calendar reinstated per s188, and conflict‑of‑interest and disclosure processes tightened.

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The director likely breached CA s191 by not declaring a material personal interest and s195 by taking part in the decision despite the conflict. These failures also raise issues under directors’ duties (ss180–183) for not acting with proper care and good faith. Poorly kept minutes suggest non‑compliance with s251A. From an ASX perspective, the company may have breached ASX LR 3.1 if the conflict or ASIC investigation should have been disclosed, and Chapter 10 if the related‑party nature of the transaction required shareholder approval

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- Ensure every meeting has agenda item to discuss Directors Interests, noting standing items each meeting, and prompt for Directors to raise any Interests specific to the items relevant to this meeting

- Implement proper process in relation to documenting, approval and keeping of minutes

- Include on workstream/compliance calendar annual Training / refresher sessions on directors duties

- Take steps to implement compliance/workstream calendar & committee meeting, share with management for cross checking. Ensure this is reviewed & updated annually

- Implement Annual board evaluation process and add to workstream / compliance calendar to ensure board discusses results and areas of improvement

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- Fully cooperate with ASIC

- Seek advice as needed.

- Rectify with ASX as needed

- Document process improvements to be made by the Board & management going forward

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- s180(1) CA: Duty to exercise care and diligence.

- s181(1) CA: Duty to act in good faith in the best interests of the company and for a proper purpose.

- s191 directors required to disclose any MPIs

- s251 Minutes - Accurate board minutes / meeting compliance

- ASX LR 3.1 potential breach – material information.

- ASX LR 10 – potential breach given RPT and full disclosure not made

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Improve board communication - reporting templates, escalation triggers, briefings

Governance frameworks - review of policies, compliance calendar, assurance

Continuous improvement - board performance reviews, reports etc.

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Ensure the director’s non‑disclosure is formally acknowledged and addressed.

Seek advice - Particularly regarding continuous disclosure, related‑party transactions, and ASIC’s investigation.

Assess whether a corrective ASX announcement is required

Notify ASIC and ASX as appropriate

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s191 The director failed to disclose a material personal interest in a related‑party transaction involving their sibling’s company.

s180 The board approved a transaction without full information, proper disclosure, or adequate oversight.

s181If the director influenced or participated in the decision, this may constitute acting for an improper purpose.

s182 / s183 If the director used their position to benefit a related party.

s251A Failure to keep accurate minutes is a statutory breach.

s286A neglected compliance calendar and poor record‑keeping may indicate inadequate systems.

LR3.1 Potential breach if the related‑party nature of the transaction or other material information was not disclosed.

LR 12.5 Poor minute‑keeping, outdated compliance calendar, and weak governance processes indicate inadequate compliance systems.

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Adding to the previous answers, implement a process for timely review and approval of minutes after each meeting and within a set timeframe. Also introduce mandatory training on directors’ duties and disclosure obligations.

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Adding to the previous answers, strengthen whistleblower policies to encourage reporting of governance concerns. Provide ongoing governance and compliance training for directors.

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The board needs a fundamental reset on how it handles communication and compliance. I'd start with the basics: implement a proper digital compliance calendar that actually gets used. Add a standing agenda item for conflict declarations at every meeting so directors get used to proactively disclosing interests. I would be reaching out to directors 48 hours before each meeting, asking if there are any conflicts to declare, so that we can catch issues before the boardroom, not after. Make sure a centralised conflicts register gets reviewed quarterly, and create a mandatory related party transaction checklist so the board can't approve something without first asking: does this involve a related party, does it trigger ASX Chapter 10, do we need shareholder approval under s208 CA?

Given my own strategic focus, the bigger issue is shifting from reactive to proactive governance culture. So, i would propose to make director education mandatory (e.g. annual training on fiduciary duties, conflicts, continuous disclosure, and related party rules). Directors can't comply with obligations they don't understand.

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Immediate priority is to get hold of evidence like board papers, emails, and transaction records and then update the Chair on the breach and ASIC investigation. I would probably get external legal advice - although as Co. Sec i would be the contact point for the investigation, it would extend beyond my knowledge. I would fully cooperate with ASIC, update all statutory registers to fix s188 compliance issues.

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The director's failure to disclose the material personal interest in a sibling-owned company breaches s191 CA, which requires disclosure "as soon as practicable" at a board meeting. The transaction approval also violated s195 CA, so the interested director should have been excluded from voting unless specific exemptions applied. All directors potentially breached s180 CA (duty of care and diligence) by approving a conflicted transaction without proper disclosure. The company secretary's failure to maintain proper board minutes violates s251A CA (must be written within a month), and the outdated compliance calendar represents a breach of s188 CA obligations regarding statutory registers both civil penalty provisions.

From an ASX perspective, this scenario triggers multiple Listing Rule concerns. LR 3.1 continuous disclosure obligations may be breached if the transaction was material and not disclosed to the market

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Company secretary must lead on these improvements. Responsible for ensuring directors are aware of obligations and are kept updated. Have a calender of compliance requirements to be met so that matters are not missed. Have a checklist before meetings to ensure directors have the information they need and are aware of anything they may need to bring to the meeting. 

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Company secretary must lead on these improvements. Responsible for ensuring directors are aware of obligations and are kept updated. Have a calender of compliance requirements to be met so that matters are not missed. Have a checklist before meetings to ensure directors have the information they need and are aware of anything they may need to bring to the meeting. 

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Build good relationships and ensure directors and management feel able to approach for advice and counsel on potential issues such as conflicts.

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Co Sec must be the liaision point with ASIC anc co operate fully with any enquiry. The Board needs stronger governance if interests are not a standing item on the agenda and regularly updated. Should update the register of interests and provide clarifcation to directors on what constitutes an interest and a related party etc. Solidify procedure for recording minutes. Undertake review of processes as the errors show there could be other gaps in compliance and record keeping.

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Co Sec must be the liaision point with ASIC anc co operate fully with any enquiry. The Board needs stronger governance if interests are not a standing item on the agenda and regularly updated. Should update the register of interests and provide clarifcation to directors on what constitutes an interest and a related party etc. Solidify procedure for recording minutes. Undertake review of processes as the errors show there could be other gaps in compliance and record keeping.

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s.191 CA - material interests and related parties are widely drawn and a disclosure should be made if there is any doubt whatsoever. s.195 CA says that a director with an interest should  note the interest and not attend the meeting. LR 3 deals with ongoing disclosure of information which could affect the company's shareholders. The company secretary is new and perhaps was not aware but should have informed themselves is managing the meeting. Breach of s.188 CA

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s.191 CA - material interests and related parties are widely drawn and a disclosure should be made if there is any doubt whatsoever. s.195 CA says that a director with an interest should  note the interest and not attend the meeting. LR 3 deals with ongoing disclosure of information which could affect the company's shareholders. The company secretary is new and perhaps was not aware but should have informed themselves is managing the meeting. Breach of s.188 CA

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notnopt have neem

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The board should strengthen communication by ensuring clear protocols for board papers, minutes, and reporting, and by fostering a culture of open, timely information sharing. Compliance can be improved through an updated compliance calendar, regular oversight checks, consistent application of conflict and disclosure policies, and ongoing governance training. To embed continuous improvement, the board should conduct annual performance evaluations and review governance policies regularly

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The director should formally disclose the conflict, update the interests register, and have the board reconsider the transaction without the conflicted director. Cooperate fully with ASIC and initiate a brief internal review of disclosure and governance processes. Correct immediate governance gaps by reconstructing accurate minutes and updating the compliance calendar. Finally, strengthen longer-term governance by improving conflict-management procedures, updating board processes, and initiating a board performance review to restore

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For statutory duties, s188 CA in relation to keeping statutory registers, minutes, resolutions, and consents as a key duty of the role. And breaches of LR 3.1 and 3.1A which relate to: continuous disclosure of material information and Exceptions for confidential, incomplete, or internal information

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For statutory duties, s188 CA in relation to keeping statutory registers, minutes, resolutions, and consents as a key duty of the role. And breaches of LR 3.1 and 3.1A which relate to: continuous disclosure of material information and Exceptions for confidential, incomplete, or internal information

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