Under section 180(1) of the Corporations Act 2001 (Cth), directors have a duty to act with care and diligence, according to the size of the company and according to the size of the company and according to the responsibilities expected of that particular officer.Under section 180(2), there is a defence that the decision was a proper one under the circumstances, even though the decision later turns out to be not so good for the corporation.

Question 1: What is the criteria that a director needs to satisfy under section 180(2) in order to establish this defence?

Question 2: Do you think that section 180(2) does a good job in protecting directors in making business decisions? Does it need to protect director's better?