A major issue in this case was that Mr. Shafron did not exercise his powers nor did he discharge his duties with a degree of care and diligence that a reasonable person would if he was at a position considered to be of officer cadre such as General Counsel and Company Secretary. The Corporations Act 2001, s 9 defines the term “Officer” in a way that if a person is a director or secretary of the corporation or a person who is involved in decision making and thus impacting the substantial part of the organization.

Mr. Shafron tried to defend stating he had two different roles in the company and should be treated separate. He tried to delimit his duties to that of Mr. Cameron who held the position of joint Company Secretary. The job of Mr. Cameron was limited to administrative functions which was not the case for Mr. Shafron being a Company Secretary. He argued upon that he was not involved in the decision making process, infect he did not take decisions even though he was a General Counsel, a position referred to as “Officer” as per the Corporations Act 2001, s 9. He argued that he did not breach his duties in relation to either the ASX issue or the actuarial issue as it was the call of board.

There are evidences that he was a part of the decision making process as he was part of the three members committee (Macdonald, Morley and Shafron) which was responsible for the formulation of the proposal of the two companies and presenting that to the board of JHIL. He held a position of the second or third most senior executives in the company.

Here Mr. Shafron is found guilty of charges in accordance to the Corporations Act 2001, s 180(1). The court pointed out that it could be highly doubted that a person could exercise some functions as company secretarial capacity and other of general counsel capacity. People who possess expertise in the areas of law or any