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The Australian Securities Exchange (ASX) requires directors to exercise their powers and discharge their duties with care and diligence in the best interests of the company, and to avoid conflicts of interest. The Corporations Act 2001 (Cth) sets out a number of specific obligations for directors in relation to the best interests of shareholders.

For a director to fail to represent the best interests of shareholders, they must breach one or more of their statutory duties of care and diligence, or conflict of interest.

The penalties for failing to represent the best interests of shareholders include civil and criminal penalties.

Civil penalties include compensation orders, injunctions and disqualification orders.

Criminal penalties include fines and imprisonment of up to five years.

The severity of the penalty imposed will depend on the nature and degree of the breach and the individual circumstances.