Question
Mary is a non-executive director of a large public company and has been on the board for several years. The whole board including Mary passed
Mary is a non-executive director of a large public company and has been on the board for several years. The whole board including Mary passed a motion that the Annual Report and the Annual Financial Statements were true accounts and declared that the company would be able to pay all its debts in the following year whenever they fall due. In fact, it turns out that the company accounts as presented were wrong in that they contained an over-sight of $ 4 billion in undisclosed debt. Receiving numerous shareholder complaints, ASIC decides to take action against all the board including Mary for breach of their duties as directors. Marysays she is not trained in accounting, cannot read financial statements, and just followed the advice of the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) as to how to vote, and never asked any questions.
Discuss Mary's liability and that of the CEO and CFO with reference to any relevant statutory provisions and case law.
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