Directors’ duties - breach re 5 May announcement?

Hopefully this hasn’t happened here?

Breach of statutory duties draws penalties under the Corporations Act which range up to $200,000. Under both the common law and the Corporations Act, officers may also be required to pay compensation or to account for profits. In some cases directors may also be disqualified from office.

Section 180 sets out the general rule that a company officeholder must exercise their powers and discharge their duties with care and diligence. This duty is subject to a business judgment rule that requires a director making a business judgment to:

-make the judgment in good faith and for a proper purpose

-not to have a material personal interest in the subject matter of the judgment

***inform themselves about the subject matter of the judgment to the extent they believe to be appropriate

-rationally believe that the judgment is in the best interests of the corporation.

There is a six year period statue of limitation period from the time of a breach.


Question - Was there sufficient due care *and* diligence, a proper and informed basis, for maintaining the 5 May 2025 guidance target revenue ($137m) and ebitda ($8m) lower range, being less than 2 months prior to year end, now found to be materially missed, particularly in respect of the extent of the residual trading period from that date?

The best way to remedy this without damage to CCX itself is naturally operational over performance going forward and removal of those responsible for serial underperformance.

Contrition?