Amber Ltd is a public company. It is not listed on the ASX and it has no constitution. Su is a large shareholder of the company who is upset with the way in which Amber Ltd is being run. She does not consider the directors have made a sensible decision in deciding to borrow funds from Loans Ltd. As a condition of lending, an officer of Loans Ltd will be appointed as director of Amber Ltd. Su wants the company to have a constitution that requires directors to offer existing shareholders the opportunity to invest in more shares, before the board can seek funds by borrowing from an outsider. Su makes her proposal to Cliff, an executive director of Amber Ltd, who has a 10 year term under the companys constitution. Cliff and the other directors refuse to consider Sus proposal.

Required:

Answer the following questions. Refer to relevant sections of legislation in your response.

a) Do the directors of Amber Ltd have the power to borrow money from Loans Ltd?

b) Do you think Amber is listed on the ASX? Why, or why not?

c) Why would Loans Ltd want one of its officers to be appointed a director of Amber Ltd?

d) Does the Corporations Act allow Su to remove Cliff as a director even though he has a 10 year term under the companys constitution?