2. Two Cases ASIC v Hellicar [2012] HCA 17 ASIC v Shafron [2012] HCA 18

3. s 180(1) CA A director or other officer of a corporation must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise if they: (a)were a director or officer of a corporation in the corporation's circumstances; and (b)occupied the office held by, and had the same responsibilities within the corporation as, the director or officer.

4. s 180(2) CA A director or other officer of a corporation who makes a business judgment is taken to meet the requirements of subsection (1), and their equivalent duties at common law and in equity, in respect of the judgment if they: (a) make the judgment in good faith and for a proper purpose; (b) do not have a material personal interest in the subject matter of the judgment; (c) inform themselves about the subject matter of the judgment to they extent that they reasonably believe to be appropriate; and (d) rationally believe that the judgment is in the best interests of the corporation.

5. The Announcement The Foundation [MRCF] has sufficient funds to meet all legitimate compensation claims anticipated from people injured by asbestos products that were manufactured in the past by two former subsidiaries of JHIL. JHIL CEO Mr Peter Macdonald said that the establishment of a fully ‑ funded Foundation provided certainty for both claimants and shareholders. … In establishing the Foundation, James Hardie sought expert advice from a number of firms, including PricewaterhouseCoopers, Access Economics and the actuarial firm, Trowbridge. With this advice, supplementing the company's long experience in the area of asbestos, the directors of JHIL determined the level of funding required by the Foundation. 'James Hardie is satisfied that the Foundation has sufficient funds to meet anticipated future claims,' Mr Macdonald said.”

6. The February Minutes ASX Announcement The Chairman tabled an announcement to the ASX whereby the Company explains the effect of the resolutions passed at this meeting and the terms of the Foundation (ASX Announcement). Resolved that: (a) the Company approve the ASX Announcement; and (b) the ASX Announcement be executed by the Company and sent to the ASX.

7. Other Statutory Provisions Section 251A(1)(b): A company must keep minute books in which it records within 1 month … proceedings and resolutions of directors' meetings … Section 1308(2): A person who, in a document required by or for the purposes of this Act … makes or authorises the making of a statement that to the person's knowledge is false or misleading in a material particular … is guilty of an offence. Section 1308(4): A person who, in a document required by or for the purposes of this Act … makes or authorises the making of a statement that is false or misleading in a material particular … without having taken reasonable steps to ensure that the statement was not false or misleading … is guilty of an offence.

8. Definition of Officer (a) a director or secretary of the corporation; or (b) a person: (i)who makes, or participates in making, decisions that affect the whole, or a substantial whole, of the business of the corporation; (ii)who has the capacity to affect significantly the corporation’s financial standing; or (iii)in accordance with whose instructions or wishes the directors of the corporation are accustomed to act …

9. The Penalties Chairman & Australian directors: 2 years 3 months & $25,000. USA based directors: 1 year 11 months & $20,000. Company secretary: 7 years and $75,000.