88-539: The Shire of Clifton was a local government area in the Darling Downs region of Queensland , Australia , southwest of the regional city of Toowoomba . The shire, administered from the town of Clifton , covered an area of 867.5 square kilometres (334.9 sq mi), and existed as a local government entity from 1879 until 2008, when it amalgamated with several other councils in the Toowoomba area to form
176-441: A quorum must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise. In most common law countries,
264-588: A unitary authority , but the Australian Bureau of Statistics refers to the whole of the ACT as an unincorporated area. The ACT Government directorate Transport Canberra & City Services handles responsibilities that are under the purview of local government in other parts of Australia, such as local road maintenance, libraries and waste collection. Many Canberra districts have community organisations called "community councils", but these are not part of
352-442: A board is not a career unto itself. For major corporations, the board members are usually professionals or leaders in their field. In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on
440-446: A board of directors are determined by government regulations (including the jurisdiction's corporate law ) and the organization's own constitution and by-laws . These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect
528-527: A board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity ). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on a public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout
616-405: A board of directors vary widely across organizations and may include provisions that are applicable to corporations, in which the "shareholders" are the members of the organization. A difference may be that the membership elects the officers of the organization, such as the president and the secretary, and the officers become members of the board in addition to the directors and retain those duties on
704-515: A board, but the duty is instead considered part of their larger job description. Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits. such as travel, hotel and meal expenses for the board meetings. Tiffany & Co. , for example, pays directors an annual retainer of $ 46,500, an additional annual retainer of $ 2,500 if
792-536: A generous " golden parachute " which also acts as a deterrent to removal. A 2010 study examined how corporate shareholders voted in director elections in the United States. It found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. Also, directors received fewer votes when they did not regularly attend board meetings or received negative recommendations from
880-591: A geographic or historical interpretation. The council board members are generally known as councillors , and the head councillor is called the mayor . As of August 2016, there were 547 local councils in Australia. Despite the single tier of local governance in Australia, there are a number of extensive regions with relatively low populations that are not a part of any established LGA. Powers of local governments in these unincorporated areas may be exercised by special-purpose governing bodies established outside of
968-545: A larger workload. The growth of the Regional Organisations of Councils has also been a factor in local government reform in Australia. In 1995, there were 50 such agreements across the country. A 2002 study identified 55 ROCs with the largest involving 18 councils. Local government powers are determined by state governments, and states have primary responsibility for funding and exclusive responsibility for supervision of local councils. Local government
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#17327877100241056-518: A position on the board. Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement. In practice for publicly traded companies, the managers ( inside directors ) who are purportedly accountable to
1144-416: A proxy advisory firm. The study also shows that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support. Board accountability to shareholders is a recurring issue. In September 2010, The New York Times noted that several directors who had overseen companies which had failed in
1232-439: A relatively small number of individuals have significant influence over many important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research. The process for running a board, sometimes called the board process , includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to
1320-438: A resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted). Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors. In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems,
1408-403: A shift from 'services to property' towards 'services to people'. Community expectations of local government in Australia have risen in the 21st century partly as a result of wider participation in decision-making and transparent management practices. Recent years have seen some State governments devolving additional powers onto LGAs. In Queensland and Western Australia LGAs have been granted
1496-415: A single-tier board, while the chairman of the management board is reckoned as the company's CEO or managing director . These two roles are always held by different people. This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority. The aim is to prevent a conflict of interest and too much power being concentrated in
1584-414: Is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management . Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting . In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and
1672-407: Is a director who is also an employee, officer, chief executive, major shareholder , or someone similarly connected to the organization. Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on. Typical inside directors are: An inside director who is employed as a manager or executive of
1760-406: Is also an additional statutory body for audit purposes. The OECD Principles are intended to be sufficiently general to apply to whatever board structure is charged with the functions of governing the enterprise and monitoring management. The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of
1848-408: Is associated with rigorous monitoring and improved corporate governance. In some European and Asian countries, there are two separate boards, an executive board (or management board) for day-to-day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board. In these countries, the chairman of the supervisory board is equivalent to the chairman of
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#17327877100241936-413: Is considered to be comparatively weak due to the limited time they can dedicate to this task. Overconfident directors are found to pay higher premiums in corporate acquisitions and make worse takeover choices. Locally rooted directors tend to be overrepresented and lack international experience, which can lead to lower valuations, especially in internationally oriented firms. Directors' military experience
2024-531: Is mentioned in the annotated Australian constitution, as a department of the State Governments, and they are mentioned in the constitutions of each of the six states. Under the Constitution, the federal government cannot provide funding directly to local governments; a 1974 referendum sought to amend the Constitution to authorise the federal government to directly fund local governments, but it
2112-401: Is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited. In membership organizations , such as a society made up of members of a certain profession or one advocating a certain cause, a board of directors may have the responsibility of running the organization in between meetings of
2200-563: Is only one tier of local government in each Australian state/territory, with no distinction between counties and cities . The Australian local government is generally run by a council , and its territory of public administration is referred to generically by the Australian Bureau of Statistics as the local government area or LGA , each of which encompasses multiple suburbs or localities (roughly equivalent to neighborhoods) often of different postcodes ; however, stylised terms such as "city", " borough ", " region " and " shire " also have
2288-447: Is part of a local government area. Unincorporated areas are often in remote locations, cover vast areas, or have very small populations. Queensland and Tasmania are entirely partitioned into LGAs and have no unincorporated areas. The Australian Capital Territory (ACT) has no municipalities. The ACT government is responsible for both state-level and local-level matters. In some countries, such an arrangement would be referred to as
2376-504: Is subject to the exclusive jurisdiction of the state/territory it belongs to. The functions and practices of local councils are mostly centered around managing public services and land uses at the community level, and are similar throughout Australia, but can vary to some degree between jurisdictions. State departments oversee the activities of local councils and may intervene in their affairs when needed, subject to relevant legislation. For more details in each state and territory, see
2464-408: Is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail. As a practical matter, executives even choose the directors, with shareholders normally following management recommendations and voting for them. In most cases, serving on
2552-459: Is that the board tends to have more de facto power. Most shareholders do not attend shareholder meetings, but rather cast proxy votes via mail, phone, or internet, thus allowing the board to vote for them. However, proxy votes are not a total delegation of the voting power, as the board must vote the proxy shares as directed by their owner even when it contradicts the board's views. In addition, many shareholders vote to accept all recommendations of
2640-640: Is the City of Brisbane , the most populous LGA in the country, which administers a significant part of the Brisbane metropolitan area . In most cases, when a city's population statistics are used, it is the statistical division population rather than the local government area. The following table provides a summary of local government areas by states and territories by local government area types as of December 2023: The Australian Classification of Local Governments (ACLG) categorises local governing authorities using
2728-400: The 2007–2008 financial crisis had found new positions as directors. The SEC sometimes imposes a ban (a "D&O bar") on serving on a board as part of its fraud cases, and one of these was upheld in 2013. The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that
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2816-729: The Local Government (Reform Implementation) Act 2007 passed by the Parliament of Queensland on 10 August 2007, the Shire of Clifton merged with the City of Toowoomba and the Shires of Cambooya , Crows Nest , Jondaryan , Millmerran , Pittsworth and Shire of Rosalie to form the Toowoomba Region . The Shire of Clifton includes the following settlements: - split with the former Shire of Cambooya The leaders of
2904-664: The Local Government Act does not mandate adopting a designation, some local government areas are legally known simply as "council", such as Port Macquarie-Hastings Council , Inner West Council and Federation Council . Some rural areas in South Australia are known as "district council", and all the LGAs in Tasmania that were previously municipalities have been renamed "council". Almost all local councils have
2992-483: The Outback Communities Authority . Victoria has a number of unincorporated areas which are not part of any LGA: Western Australia has two unincorporated areas: Board of directors A board of directors is an executive committee that supervises the activities of a business , a nonprofit organization , or a government agency . The powers, duties, and responsibilities of
3080-735: The Pastoral Unincorporated Area in South Australia . Local governments are subdivisions of the six federated states as well as the Northern Territory . The Australian Capital Territory has no separate local government, and municipal functions in Canberra and the surrounding regions (normally performed by local governments in other states) are performed by the ACT territorial government. The Australian Bureau of Statistics (ABS), however, considers
3168-747: The Toowoomba Region . The Clifton Division was incorporated on 11 November 1879 under the Divisional Boards Act 1879 with a population of 1382. With the passage of the Local Authorities Act 1902 , the Clifton Division became the Shire of Clifton on 31 March 1903. On 23 January 1915, part of the Shire of Clifton was amalgamated with the Town of Allora to create the new Shire of Allora . The Shire of Clifton continued with smaller boundaries. On 15 March 2008, under
3256-805: The Top End region, the Northern Territory Rates Act Area and Darwin Waterfront Precinct within Darwin , Nhulunbuy on the Gove Peninsula , Alyangula on Groote Eylandt , and Yulara in Central Australia . In South Australia , 63% of the state's area is unincorporated. Residents in this area – less than 0.2% of the state's population – receive municipal services provided by a state agency,
3344-576: The federal government . Local government is not mentioned in the Constitution of Australia , and two referendums in 1974 and 1988 to alter the Constitution relating to local government were unsuccessful. Every state/territory government recognises local government in its own respective constitution . Unlike the two-tier local government system in Canada or the United States , there
3432-511: The 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting. However, by 1906, the English Court of Appeal had made it clear in the decision of Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 that
3520-613: The CEO and their direct reports (other C-level officers, division/subsidiary heads). Board structures and procedures vary both within and among OECD countries. Some countries have two-tier boards that separate the supervisory function and the management function into different bodies. Such systems typically have a "supervisory board" composed of nonexecutive board members and a "management board" composed entirely of executives. Other countries have "unitary" boards, which bring together executive and non-executive board members. In some countries there
3608-466: The Clifton Division and Clifton Shire were: 27°55′53.6″S 151°54′30.7″E / 27.931556°S 151.908528°E / -27.931556; 151.908528 Local government in Australia [REDACTED] [REDACTED] Local government is the third level of government in Australia , administered with limited autonomy under the states and territories , and in turn beneath
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3696-547: The U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee . Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing, nomination committees have historically received input from management in their selections even when the CEO does not have
3784-529: The US are the National Association of Corporate Directors , McKinsey and The Board Group. A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow the board to conduct its business by conference call or other electronic means. They may also specify how a quorum is to be determined. The responsibilities of
3872-410: The arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between inside directors, as outside directors do not benefit from the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and
3960-400: The board chooses one of its members to be the chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association . However, in membership organizations, the members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise. The directors of an organization are
4048-586: The board itself. Other names include board of directors and advisors , board of governors , board of managers , board of regents , board of trustees , and board of visitors . It may also be called the executive board . Typical duties of boards of directors include: The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For companies with shares publicly listed for negotiation , these responsibilities are typically much more rigorous and complex than for those of other types. Typically,
4136-470: The board members, the collaborative creation of an agenda for the meeting, the creation and follow-up of assigned action items , and the assessment of the board process through standardized assessments of board members, owners, and CEOs. The science of this process has been slow to develop due to the secretive nature of the way most companies run their boards, however some standardization is beginning to develop. Some who are pushing for this standardization in
4224-492: The board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with conflicts of interest ) are nominated and elected. In countries with co-determination , a fixed fraction of the board is elected by the corporation's workers. Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by
4312-454: The board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small. Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize. However, there have been moves recently to try to increase shareholder activism among both institutional investors and individuals with small shareholdings. A contrasting view
4400-405: The board. The directors may also be classified as officers in this situation. There may also be ex-officio members of the board, or persons who are members due to another position that they hold. These ex-officio members have all the same rights as the other board members. Members of the board may be removed before their term is complete. Details on how they can be removed are usually provided in
4488-456: The board. They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance, and they might not know about the industry or sector in which the organization is operating. Individual directors often serve on more than one board. This practice results in an interlocking directorate , where
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#17327877100244576-459: The bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in Robert's Rules of Order may be used. In a publicly held company , directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the shareholders /stockholders. In this capacity they establish policies and make decisions on issues such as whether there
4664-436: The director has a right to receive special notice of any resolution to remove them; the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting. The director may require the company to circulate any representations that they wish to make. Furthermore, the director's contract of service will usually entitle them to compensation if they are removed, and may often include
4752-487: The director is also a chairperson of a committee, a per-meeting-attended fee of $ 2,000 for meetings attended in person, a $ 500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits. Academic research has identified different types of board directors. Their characteristics and experiences shape their role and performance. For instance, directors with multiple mandates are often referred to as busy directors. Their monitoring performance
4840-478: The division of powers between the board and the shareholders in general meaning depended on the construction of the articles of association and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage." The new approach did not secure immediate approval, but it
4928-453: The entire ACT as an " unincorporated " local government area, even though it is technically a state-level administrative region . Although all essentially identical in functions and jurisdictions, Australian local governments have a variety of different titles. The term "local government area" (LGA) is used by the ABS to collectively refer to all local government administrative zones regardless of
5016-504: The first half of the 20th century was the provision of physical infrastructure such as roads, bridges and sewerage. From the 1970s the emphasis changed to community facilities such as libraries and parks, maintenance of local roads, town planning and development approvals, and local services such as waste disposal. Child care, tourism and urban renewal were also beginning to be part of local governments' role. These are financed by collection of local land taxes known as "rates", and grants from
5104-448: The first time. Significant reforms took place in the 1980s and 1990s in which state governments used metrics and efficiency analysis developed within the private sector in the local government arena. Each state conducted an inquiry into the benefits of council amalgamations during the 1990s. In the early 1990s, Victoria saw the number of local councils reduced from 210 to 78. South Australia, Tasmania and Queensland saw some reductions in
5192-415: The following: The Australian Capital Territory is not divided into local government areas, so it is regarded as a single "unincorporated" local government area during censusing . Unlike many other countries, Australia has only one level of local government immediately beneath state and territorial governments. Aside from very sparsely populated areas and a few other special cases, almost all of Australia
5280-412: The general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in
5368-483: The general body of shareholders. It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it. In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement . For publicly traded companies in
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#17327877100245456-501: The government (though they generally receive government funding). They do not have the power to change laws or policies, and their role is limited to advising government. They are effectively residents' associations . New South Wales has three unincorporated areas: In the Northern Territory , 1.47% of the total area and 3.0% of the population are in unincorporated areas. These include the Cox-Daly and Marrakai-Douglas Daly areas in
5544-426: The hands of one person. There is a strong parallel here with the structure of government, which tends to separate the political cabinet from the management civil service . In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of
5632-628: The local legislation, as with Victoria 's alpine resorts ; or directly administered by state/territory governments, such as the entirety of the Australian Capital Territory . The administrative area covered by local government councils in Australia ranges from as small as 1.5 km (0.58 sq mi) for the Shire of Peppermint Grove in the Perth metropolitan region , to as big as 624,339 km (241,059 sq mi) for
5720-553: The mayor is elected by the board of fellow councillors . The powers of mayors vary as well; for example, mayors in Queensland have broad executive functions, whereas mayors in New South Wales are essentially ceremonial figureheads who can only exercise power at the discretion of the council. Most of the capital city LGAs administer only the central business districts and nearby central suburbs . A notable exception
5808-427: The members of the board. In a stock corporation , non-executive directors are elected by the shareholders , and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members. The board of directors appoints the chief executive officer of the corporation and sets out
5896-418: The membership, especially if the membership meets infrequently, such as only at an annual general meeting . The amount of powers and authority delegated to the board depend on the bylaws and rules of the particular organization. Some organizations place matters exclusively in the board's control while in others, the general membership retains full power and the board can only make recommendations. The setup of
5984-631: The names of LGAs, and today the stylised titles of " town ", " borough ", " municipality ", " district ", " region ", "community government", " Aboriginal council/shire" and "island" are used in addition. The word "municipality" occurs in some states with differing meanings: in New South Wales it is typically used for older urban areas, and the word is used for some rural towns in South Australia . Larger towns and small metropolitan exurban centres in Queensland and Western Australia simply use
6072-649: The number of local governments while Western Australia and New South Wales rejected compulsory mergers. New South Wales eventually forced the merging of some councils. The main purpose of amalgamating councils was for greater efficiency and to improve operations, but forced amalgamation of councils is sometimes seen as a dilution of representative democracy . An increase in the range of services offered by councils, but only minor cost savings of less than 10% have been noted by academics as outcomes after mergers. The council mergers have resulted in widespread job losses and lingering resentment from some whose roles have experienced
6160-426: The organization is sometimes referred to as an executive director (not to be confused with the title executive director sometimes used for the CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production. An outside director is a member of the board who is not otherwise employed by or engaged with
6248-567: The organization, and does not represent any of its stakeholders. A typical example is a director who is president of a firm in a different industry. Outside directors are not employees of the company or affiliated with it in any other way. Outside directors bring outside experience and perspectives to the board. For example, for a company that serves a domestic market only, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international trade options. One of
6336-408: The overall strategic direction. In corporations with dispersed ownership, the identification and nomination of directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a non-stock corporation with no general voting membership, the board is the supreme governing body of the institution, and its members are sometimes chosen by
6424-619: The part of local governments. There is no mention of local government in the Constitution of Australia , though it is mentioned several times in the Annotated Constitution of Australia. "Municipal institutions and local government" appears in Annotation 447, and "Power of the Parliament of a Colony" appears under "Residuary Legislative Powers" on pages 935 and 936. The first official local government in Australia
6512-423: The persons who are members of its board. Several specific terms categorize directors by the presence or absence of their other relationships to the organization. Corporations often appoint a former senior executive and ex-board member as honorary president , a position that does not carry any executive authority and represents recognition of the person's corporate governorship and performance. An inside director
6600-818: The population, the population density and the proportion of the population that is classified as being urban for the council. The classification, at the two-digit level, is: All local governments are approximately equal in their theoretical powers, although LGAs that encompass large cities such as Brisbane and the Gold Coast command more resources due to their larger population base. Unlike local governments in many other countries, services such as police, fire protection and schools are provided by respective state or territory governments rather than by local councils. However, local governments still maintain some responsibility for fire service functions within Queensland and Western Australia. The councils' chief responsibility in
6688-414: The power to independently enact their own local subsidiary legislation , in contrast to the previous system of by-laws . Councils also have organised their own representative structures such as Local Government Associations and Regional Organisations of Councils . Doctrines of New Public Management have shaped state government legislation towards increased freedoms aiming to allow greater flexibility on
6776-457: The powers of the board are vested in the board as a whole, and not in the individual directors. However, in instances an individual director may still bind the company by their acts by virtue of their ostensible authority (see also: the rule in Turquand's Case ). Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of
6864-538: The purpose of raising money to build roads in rural and outer-urban regions. Council representatives attended conventions before Federation , however local government was unquestionably regarded as outside the Constitutional realm. In the 1970s, the Whitlam government expanded the level of funding to local governments in Australia beyond grants for road construction. General purpose grants become available for
6952-408: The same administrative functions and similar political structures, regardless of their naming, and retain a particular designation ("shire", "borough", "town", "city") for historical reasons only. They will typically have an elected council and usually a mayor or shire president responsible for chairing meetings of the council. In some councils, the mayor is a directly elected figure, but in most cases
7040-468: The shareholders are normally the same people, and thus there is no real division of power. In large public companies , the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives (such as a finance director or a marketing director) who deal with particular areas of the company's affairs. Another feature of boards of directors in large public companies
7128-493: The state and Commonwealth governments. They are caricatured as being concerned only with the "three Rs": Rates, Roads and Rubbish. However, the roles of local government areas in Australia have recently expanded as higher levels of government have devolved activities to the third tier. Examples include the provision of community health services, regional airports and pollution control as well as community safety and accessible transport. The changes in services has been described as
7216-621: The term "town", while in Victoria they are designated as "rural city". Historically, the word "borough" was common for small towns and suburban centers in Victoria, but nowadays only the Borough of Queenscliffe remains as the one and only borough in the entire country. New South Wales and Queensland have also introduced a new term "region" for outback LGAs formed by the amalgamation of smaller shires and rural cities. In New South Wales, where
7304-501: The varying designations, whilst the local governing legislature itself is generally known as a council . In general, an urban / suburban LGA is called a " city ", as in the City of Melbourne , City of Canada Bay and City of Bunbury ; while an exurban / rural LGA covering a larger agricultural / natural area is usually called a " shire ", as in Shire of Mornington Peninsula , Shire of Banana and Lachlan Shire . Sometimes designations other than "city" or "shire" are used in
7392-465: The world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company. Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets. More recently, however, material is becoming available for boards of private and closely held businesses including family businesses. A board-only organization
7480-539: Was defeated. A 1988 referendum sought to explicitly insert mention of local government in the federal constitution but this was comprehensively defeated. A further referendum was proposed in 2013 , but was cancelled due to the change in the election date . Federal government interaction with local councils happens regularly through the provision of federal grants to help fund local government managed projects. Local government in Australia has very limited legislative powers and no judicial powers , and executive -wise
7568-561: Was endorsed by the House of Lords in Quin & Axtens v Salmon [1909] AC 442 and has since received general acceptance. Under English law, successive versions of Table A have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them. The modern doctrine
7656-518: Was expressed in John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows: A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they alone can exercise these powers. The only way in which
7744-621: Was the Perth Town Trust , established in 1838, only three years after British settlement. The Adelaide Corporation followed, created by the province of South Australia in October 1840. The City of Melbourne and the Sydney Corporation followed, both in 1842. All of these early forms failed; it was not until the 1860s and 1870s that the various colonies established widespread stable forms of local government, mainly for
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