a) in good faith in the best interests of the corporation and

b) for a proper purpose.

Jones Ltd can strengthen its governance framework by clearly outlining roles and responsibilities of all employees, including details of what decisions can / cannot be delegated. The current absence of this may lead to incorrect or improper decisions being made without appropriate oversight

 (a)  a committee of directors; or

 (b)  a director; or

 (c)  an employee of the company; or

 (d)  any other person.

Jones Ltd can strengthen its governance framework by clearly outlining roles and responsibilities of all employees, including details of what decisions can / cannot be delegated. The current absence of this may lead to incorrect or improper decisions being made without appropriate oversight.

By incorporating decision matrices, associated documents that exist in the risk / governance universe can be enacted clearly and transparently. For example, what level of risk can be taken at what position

If the directors delegate a power under section   198D, a director is responsible for the exercise of the power by the delegate as if the power had been exercised by the directors themselves.

 (2)  A director is not responsible under subsection (1) if:

 (a)  the director believed on reasonable grounds at all times that the delegate would exercise the power in conformity with the duties imposed on directors of the company by this Act and the company's constitution (if any); and

 (b)  the director believed:

 (i)  on reasonable grounds; and

 (ii)  in good faith; and

 (iii)  after making proper inquiry if the circumstances indicated the need for inquiry;

  that the delegate was reliable and competent in relation to the power delegated.

Jones Ltd can strengthen its governance framework by explicitly stating, and embedding the practice of delegated responsibility, such that those delegating area ware that any decision made are as if they made them themselves. By maintaining accountability for the decisions, directors are more likely to seek to either be involved in the decision or seek information to support their comfort with decisions that are made (such as frequent reporting)

Additionally, sects 180(1) and 180(2) also require that where duties are discharged, it is to someone that would b 4ereasonably assumed to act in the same manner as themselves, including:

• make a judgment in good faith for a proper purpose

• do not have a material personal int4rewst in the outcome of the matter

• are reasonably informed / educated about the matter

• and rationally believe decision is in best interest for corporate

• Duty of care and diligence (s180) – ensuring directors make informed decisions and actively oversee company operations.

• Duty to act in good faith and for a proper purpose (s181) – prioritising the company’s best interests and avoiding conflicts of interest.

To support consistent governance practices and improve board reporting, Jones Ltd should:

• Develop and implement a formal Risk Management Policy that identifies, assesses, and monitors key risks.

• Establish a Risk and Governance Committee with a clear charter to oversee risk management, financial reporting, and compliance.

• Introduce standardised board reporting templates

The ASIC expects directors to act with care and diligence, ensuring compliance with the Corporations Act 2001 and other relevant laws. Directors are responsible for:

• Financial Reporting: Keeping proper books and records to enable true and fair financial statements to be prepared and audited. Corporations Act, sections 180(1), 286(1), 295, 295A, 296(1), 297, 298(1AA), 300(11A), 300(11B), 300(11C), 312 and 331

  
  

• Risk Management: Managing risks and setting the company's risk appetite. r s912A(1)(h) of the Corporations Act 2001 (Corporations Act) to maintain adequate risk management systems.

  
  

• Ethical Leadership: Promoting a culture of ethical conduct. s921E of the Corporations Act 2001 . Directors must act i the best interest of company and avoid conflicts of interest.

  
  

• Compliance: Staying informed about relevant laws and regulations.

  
  

• Ongoing Oversight: Maintaining an active role in overseeing the company's affairs, even when delegating certain responsibilities to experts.

  
  

  
  Directors must ensure they meet these compliance obligations to maintain the integrity and sustainability of the company.

Enforcing director duties under ss180–183

Enhancing financial disclosure, with robust internal controls and audit oversight.

Embedding enterprise-wide risk management.

Implement board education, conflict-of-interest registers, risk appetite statements, and governance reviews to ensure compliance and resilience.

Additionally, implementation of board and senior management education to build capability and understanding of obligations under Corps Act 2001, particularly Risk Management, Compliance and Oversight.