Dane, Nazneen and Thamanit decide to form a new company called Clockwise Directions Pty Ltd. They decide not to draft a constitution but rather rely on the replaceable rules in the Corporations Act. As Dane, Nazneen and Thamanit comprise the current company board, advise them as to whether the following events affect the composition of the company's board.

(a) Thamanit's father, Tee, visits the company's business every day and directs the employees. Tee also shows up to directors' meetings and advises the directors on all matters and even votes on some matters.

(b) Dane's family company goes into liquidation. In her report to ASIC, the liquidator states that unsecured creditors will only receive 10 cents in the dollar. The liquidator does not find any evidence of wrongdoing on the part of Dane or his fellow directors.

(c)Nazneen says she doesn't want to be appointed as a director. Rather, she suggests that her family company be appointed as a director.

(d) Nazneen's mother, Suri, provided the company with the majority of its working capital. Suri regularly gives the directors suggestions on how to run the company. The directors feel beholden to Suri and do everything she says.

(e)Nazneen wants to resign from the company even though she agreed to serve for 6 years.

(f)Dane is not sure how much the senior executives of the company should be paid. He suggests that a remuneration committee be formed, comprising Thamanit and Nazneen, to set the salaries of the senior staff. All the directors are in favour of this, but are not sure if it is appropriate.

(g) Thamanit wants to appoint his girlfriend, Justina, as a director of the company.

(h) Dane wants to remove Thamanit from the board. How can he do that?

(i)Thamanit read something in the newspaper about companies needing to have a company secretary. Does Clockwise Directions Pty Ltd need a company secretary?

(j)Dane wants to hold a directors' meeting to pass a resolution that the company should buy a new office building. How can he call a directors' meeting and how is a resolution passed? What if only one director shows up to the directors' meeting? What if the resolution is passed but Suri (who holds 80per cent of the shares) objects to what the directors have done? What can he do?